Unassociated Document


    
      EXCHANGE
AGREEMENT

       

      by and
among

       

      THE
INVESTORS AND MANAGEMENT STOCKHOLDERS

      NAMED ON
SCHEDULE A HERETO

       

      and

       

      HIGHBURY
FINANCIAL INC.

       

      August
10, 2009

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
OF CONTENTS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                	 
      	 
      	 	
                                                                                                                                        Page

                                                                                                                                      
	 
      	 
      	 	 
      
	
                                                                                                                                        ARTICLE
      I

                                                                                                                                      	
                                                                                                                                        DEFINITIONS

                                                                                                                                      	 	
                                                                                                                                        1

                                                                                                                                      
	 	 	 	 
	
                                                                                                                                        Section
      1.01.

                                                                                                                                      	 
      	
                                                                                                                                        Definitions

                                                                                                                                      	 	
                                                                                                                                        1

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        ARTICLE
      II

                                                                                                                                      	
                                                                                                                                        EXCHANGE

                                                                                                                                      	 	
                                                                                                                                        5

                                                                                                                                      
	 	 	 	 
	
                                                                                                                                        Section
      2.01.

                                                                                                                                      	 
      	
                                                                                                                                        Exchange
      of Series B LLC Units for Series B Preferred Stock by Management
      Stockholders

                                                                                                                                      	 	
                                                                                                                                        5

                                                                                                                                      
	
                                                                                                                                        Section
      2.02.

                                                                                                                                      	 
      	
                                                                                                                                        Certificate
      of Designation

                                                                                                                                      	 	
                                                                                                                                        6

                                                                                                                                      
	
                                                                                                                                        Section
      2.03.

                                                                                                                                      	 
      	
                                                                                                                                        Management
      Agreement

                                                                                                                                      	 	
                                                                                                                                        6

                                                                                                                                      
	
                                                                                                                                        Section
      2.04.

                                                                                                                                      	 
      	
                                                                                                                                        Investor
      Rights Agreement

                                                                                                                                      	 	
                                                                                                                                        6

                                                                                                                                      
	
                                                                                                                                        Section
      2.05.

                                                                                                                                      	 
      	
                                                                                                                                        Closing

                                                                                                                                      	 	
                                                                                                                                        6

                                                                                                                                      
	
                                                                                                                                        Section
      2.06.

                                                                                                                                      	 
      	
                                                                                                                                        Amended
      and Restated Aston LLC Agreement

                                                                                                                                      	 	
                                                                                                                                        6

                                                                                                                                      
	
                                                                                                                                        Section
      2.07.

                                                                                                                                      	 
      	
                                                                                                                                        Restrictions
      on Competition, Non-Solicitation and Non-Disclosure by Management
      Stockholders

                                                                                                                                      	 	
                                                                                                                                        6

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        ARTICLE
      III

                                                                                                                                      	
                                                                                                                                        RESTRICTIVE
      LEGENDS

                                                                                                                                      	 	
                                                                                                                                        9

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        Section
      3.01.

                                                                                                                                      	 
      	
                                                                                                                                        Restrictive
      Legends

                                                                                                                                      	 	
                                                                                                                                        9

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        ARTICLE
      IV

                                                                                                                                      	
                                                                                                                                        REPRESENTATIONS
      AND WARRANTIES OF THE Investors and MANAGEMENT
STOCKHOLDERS

                                                                                                                                      	 	
                                                                                                                                        10

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        Section
      4.01.

                                                                                                                                      	 
      	
                                                                                                                                        Organization

                                                                                                                                      	 	
                                                                                                                                        10

                                                                                                                                      
	
                                                                                                                                        Section
      4.02.

                                                                                                                                      	 
      	
                                                                                                                                        Ownership
      and Capital Structure

                                                                                                                                      	 	
                                                                                                                                        10

                                                                                                                                      
	
                                                                                                                                        Section
      4.03.

                                                                                                                                      	 
      	
                                                                                                                                        Investment
      Intent

                                                                                                                                      	 	
                                                                                                                                        10

                                                                                                                                      
	
                                                                                                                                        Section
      4.04.

                                                                                                                                      	 
      	
                                                                                                                                        Accredited
      Investor; Knowledge and Experience

                                                                                                                                      	 	
                                                                                                                                        10

                                                                                                                                      
	
                                                                                                                                        Section
      4.05.

                                                                                                                                      	 
      	
                                                                                                                                        Authority

                                                                                                                                      	 	
                                                                                                                                        11

                                                                                                                                      
	
                                                                                                                                        Section
      4.06.

                                                                                                                                      	 
      	
                                                                                                                                        No
      Conflict

                                                                                                                                      	 	
                                                                                                                                        11

                                                                                                                                      
	 	 	 	 
	
                                                                                                                                        ARTICLE
      V

                                                                                                                                      	
                                                                                                                                        REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

                                                                                                                                      	 	
                                                                                                                                        12

                                                                                                                                      
	 	 	 	 
	
                                                                                                                                        Section
      5.01.

                                                                                                                                      	 
      	
                                                                                                                                        Organization

                                                                                                                                      	 	
                                                                                                                                        12

                                                                                                                                      
	
                                                                                                                                        Section
      5.02.

                                                                                                                                      	 
      	
                                                                                                                                        Capitalization

                                                                                                                                      	 	
                                                                                                                                        12

                                                                                                                                      
	
                                                                                                                                        Section
      5.03.

                                                                                                                                      	 
      	
                                                                                                                                        Valid
      Issuance of Securities

                                                                                                                                      	 	
                                                                                                                                        12

                                                                                                                                      
	
                                                                                                                                        Section
      5.04.

                                                                                                                                      	 
      	
                                                                                                                                        Authority

                                                                                                                                      	 	
                                                                                                                                        12

                                                                                                                                      
	
                                                                                                                                        Section
      5.05.

                                                                                                                                      	 
      	
                                                                                                                                        No
      Conflict

                                                                                                                                      	 	
                                                                                                                                        13

                                                                                                                                      
	
                                                                                                                                        Section
      5.06.

                                                                                                                                      	 
      	
                                                                                                                                        Knowledge
      Regarding Aston

                                                                                                                                      	 	
                                                                                                                                        13

                                                                                                                                      
	
                                                                                                                                        Section
      5.07.

                                                                                                                                      	 
      	
                                                                                                                                        SEC
      Reports and Financial Statements

                                                                                                                                      	 	
                                                                                                                                        13

                                                                                                                                      
	 	 	 	 
	
                                                                                                                                        ARTICLE
      VI

                                                                                                                                      	
                                                                                                                                        EXPENSES

                                                                                                                                      	 	
                                                                                                                                        14

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        Section
      6.01.

                                                                                                                                      	 
      	
                                                                                                                                        Expenses

                                                                                                                                      	 	
                                                                                                                                        14

                                                                                                                                      
	 
      	 
      	 
      	 	 
      
	
                                                                                                                                        ARTICLE
      VII

                                                                                                                                      	
                                                                                                                                        MISCELLANEOUS

                                                                                                                                      	 	
                                                                                                                                        14

                                                                                                                                      
	 	 	 	 	 
	
                                                                                                                                        Section
      7.01.

                                                                                                                                      	 
      	
                                                                                                                                        Notices

                                                                                                                                      	 	
                                                                                                                                        14

                                                                                                                                      
	
                                                                                                                                        Section
      7.02.

                                                                                                                                      	 
      	
                                                                                                                                        Further
      Assurances

                                                                                                                                      	 	
                                                                                                                                        15

                                                                                                                                      
	
                                                                                                                                        Section
      7.03.

                                                                                                                                      	 
      	
                                                                                                                                        Survival

                                                                                                                                      	 	
                                                                                                                                        16

                                                                                                                                      
	
                                                                                                                                        Section
      7.04.

                                                                                                                                      	 
      	
                                                                                                                                        Amendments,
      Modifications and Waivers

                                                                                                                                      	 	
                                                                                                                                        16

                                                                                                                                      


                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      TABLE
OF CONTENTS

      (Cont’d.)

       

      
        
          
            
              
                
                  	 
      	 	 
      	 	
                          Page

                        
	 
      	 	 
      	 	 
      
	
                          Section
      7.05.

                        	 	
                          Successors
      and Assigns

                        	 	
                          16

                        
	
                          Section
      7.06.

                        	 	
                          Severability

                        	 	
                          16

                        
	
                          Section
      7.07.

                        	 	
                          Captions

                        	 	
                          16

                        
	
                          Section
      7.08.

                        	 	
                          Entire
      Agreement

                        	 	
                          16

                        
	
                          Section
      7.09.

                        	 	
                          Governing
      Law

                        	 	
                          16

                        
	
                          Section
      7.10.

                        	 	
                          Dispute
      Resolution

                        	 	
                          17

                        
	
                          Section
      7.11.

                        	 	
                          Indemnification
      of Investors and Management Stockholders

                        	 	
                          17

                        
	
                          Section
      7.12.

                        	 	
                          Remedies

                        	 	
                          18

                        
	
                          Section
      7.13.

                        	 	
                          Counterparts

                        	 	
                          19

                        
	
                          Section
      7.14.

                        	 	
                          Interpretation

                        	 	
                          19

                        


                

              

            

          

        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND
ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.  THE SECURITIES PURCHASED
HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER AN INVESTOR
RIGHTS AGREEMENT, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR
EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH
AGREEMENT.

       

      EXCHANGE
AGREEMENT

       

      This
Exchange Agreement (the “Agreement”) is made
as of this 10th day of August, 2009 by and among the persons named as Investors
set forth on Schedule
A hereto (each an “Investor”, and,
collectively, the “Investors”), the
persons named as Management Stockholders set forth on Schedule A hereto,
and Highbury Financial Inc., a Delaware corporation (the “Company”), with
reference to the following background.

       

      RECITALS

       

      WHEREAS,
the Investors own 350 Series B LLC Units of Aston Asset Management LLC, a
Delaware limited liability company (“Aston”), which
constitutes all of the issued and outstanding Series B LLC Units of Aston;
and

       

      WHEREAS,
pursuant to the terms of this Agreement, the Investors wish to exchange their
respective Series B LLC Units (the “Exchange”) for shares
of Series B Preferred Stock (as defined below), having the rights and
preferences set forth in the form of Certificate of Designation of Series B
Convertible Preferred Stock of Highbury Financial Inc. attached hereto as Exhibit A (the “Certificate of
Designation”);

       

      AGREEMENT

       

      NOW,
THEREFORE, in consideration of the premises and of the mutual agreements
hereinafter contained, the parties hereby agree as follows, with the obligations
of each Investor and Management Stockholder being several and not
joint:

       

      ARTICLE
I


       

      DEFINITIONS

       

      Section
1.01.    Definitions.  As
used in this Agreement, the following terms have the following
meanings:

       

      “Advisers Act” shall
mean the Investment Advisers Act of 1940, as it may be amended from time to
time, and any successor to such act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Affiliate” shall
mean, with respect to any Person (herein the “first party”), any
other Person that directly or indirectly controls, or is controlled by, or is
under common control with, such first party. The term “control” as used
herein (including the terms “controlled by” and
“under common control
with”) means the possession, directly or indirectly, of the power to (a)
vote twenty-five percent (25%) or more of the outstanding voting securities of
such Person, or (b) otherwise direct the management or policies of such Person
by contract or otherwise (other than solely as a director of a corporation (or
similar entity) that has five (5) or more directors). For the purposes of this
Agreement, the Company shall not be deemed to be an Affiliate of
Aston.

       

      “Agreement” means this
Exchange Agreement, as amended from time to time.

       

      “Asserted Liability”
shall have the meaning set forth in Section 7.11(a).

       

      “Aston” shall have the
meaning set forth in the recitals.

       

      “Board” means the
Board of Directors of the Company.

       

      “Certificate of
Designation” shall have the meaning set forth in the
recitals

       

      “Claims” shall have
the meaning set forth in Section 7.11.

       

      “Claims Notice” shall
have the meaning set forth in Section 7.11(a).

       

      “Client” shall mean
all Past Clients, Present Clients and Potential Clients, subject to the
following general rules: (i) with respect to each Client, the term shall also
include any Persons which are known to the Investor or Management Stockholder to
be Affiliates of such Client, directors, officers or employees of such Client or
any such Affiliates thereof, or Persons who are known to the Investor or
Management Stockholder to be members of the Immediate Family of any of the
foregoing Persons or Affiliates of any of them and (ii) with respect to any
Client that is a Fund, the term shall also include any investor or participant
in such Fund and any Person that has participated in the distribution or sale of
such Fund.

       

      “Closing” shall have
the meaning set forth in Section 2.05

       

      “Closing Date” shall
have the meaning set forth in Section 2.05.

       

      “Common Stock” means
the common stock of the Company, $0.0001 par value per share.

       

      “Company” shall have
the meaning set forth in the preamble.

       

      “Contractual
Obligation” shall have the meaning set forth in Section
4.06.

       

      “Controlled Affiliate”
shall mean, with respect to a Person, any Affiliate of such Person under its
“control,” as
the term “control” is defined
in the definition of Affiliate.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Current Aston LLC
Agreement” shall mean that certain Second Amended and Restated Limited
Liability Company Agreement of Aston dated January 7, 2008.

       

      “Financial Statements”
shall have the meaning set forth in Section 5.07(b).

       

      “Exchange” shall have
the meaning set forth in the recitals.

       

      “Fund” shall mean any
Mutual Fund or other commingled fund for which Aston provides Investment
Services.

       

      “Governmental
Authority” shall have the meaning set forth in Section 4.05.

       

      “Immediate Family”
shall mean, with respect to any natural person, (a) such person’s spouse,
parents, grandparents, children, grandchildren and siblings, (b) such person’s
former spouse(s) and current spouses of such person’s children, grandchildren
and siblings and (c) estates, trusts, partnerships and other entities of which
substantially all of the interests are held directly or indirectly by the
foregoing.

       

      “Intellectual
Property” shall have the meaning specified in Section 2.07(d)
hereof.

       

      “Investment Services”
shall mean any services which involve (a) the management, administration,
solicitation or distribution of an investment account, Mutual Fund or other
commingled fund (or portions thereof or a group of investment accounts, Mutual
Funds or other commingled funds) for compensation, (b) the giving of advice with
respect to the investment and/or reinvestment of assets or funds (or any group
of assets or funds) for compensation, or (c) otherwise acting as an “investment
adviser” within the meaning of the Advisers Act.

       

      “Investor(s)” shall
have the meaning set forth in the preamble.

       

      “Investor Rights
Agreement” shall mean that certain Investor Rights Agreement of even date
herewith among the Company, the Investors and Management Stockholders in the
form attached hereto as Exhibit
B.

       

      “Management Agreement”
shall mean that certain Management Agreement of even date herewith between
Aston, the Company and the Management Stockholders in the form attached hereto
as Exhibit
C.

       

      “Management Committee”
shall have the meaning specified in the Management Agreement.

       

      “Management
Stockholder(s)” shall mean (a) in the case of any Investor which is a
natural person, such Investor, and (b) in the case of any Investor which is not
a natural person, that certain employee of Aston (or one of its Controlled
Affiliates) who is the owner of the issued and outstanding capital stock of, or
other equity interests in, such Investor and is listed as such on Schedule A hereto
(including any such employee after such employee has transferred any of its, his
or her interest in such Investor to a Permitted Transferee (as such term is
defined in the Investor Rights Agreement)).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Mutual Fund” shall
mean a registered investment company (or series of registered investment
companies).

       

      “Past Client” shall
mean at any particular time, any Person who at any point prior to such time had
been engaged to distribute or sell any Fund, an advisee or investment advisory
customer of, or otherwise a recipient of Investment Services from, Aston, a
Controlled Affiliate of Aston, a Predecessor Business or any such predecessor,
or any shareholder, partner, member, director or officer of any such Person (in
each case whether directly or through one or more intermediaries, e.g., a wrap
sponsor, or through investment in a Fund), but at such time is not an advisee or
investment advisory customer or client of, or recipient of Investment Services
from, Aston or any of its Controlled Affiliates (directly or
indirectly).

       

      “Person” means any
individual, partnership (limited or general), corporation, limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or other entity.

       

      “Potential Client”
shall mean, at any particular time, any Person or any shareholder, partner,
member, director, officer, employee, agent or consultant (or Persons acting in
any similar capacity) of any such Person to whom Aston, a Controlled Affiliate
of Aston or the Predecessor Business has, within two (2) years prior to such
time, offered (whether by means of a personal meeting, telephone call, letter,
written proposal or otherwise) to serve as investment adviser or otherwise
provide Investment Services or solicited to invest in, or participated in the
distribution or sale of, any Fund, but who is not at such time an advisee or
investment advisory customer of, or otherwise a recipient of Investment Services
from, Aston, any of its Controlled Affiliates (directly or indirectly) or any
investor in, or participant in the distribution or sale of, any Fund. The
preceding sentence is meant to exclude (i) advertising, if any, through mass
media in which the offer, if any, is available to the general public, such as
magazines, newspapers and sponsorships of public events and (ii) “cold calls”
and mass-mailing form letters, in each case to the extent not directed towards
any particular Person and not resulting in an indication of interest or a
request for further information.

       

      “Predecessor Business”
shall mean the business of the parties to the Purchase Agreement immediately
prior to the Closing (as such term is defined in the Purchase
Agreement).

       

      “Present Client” shall
mean, at any particular time, any Person who is at such time an advisee or
investment advisory customer of, or otherwise a recipient of Investment Services
from, Aston, any of its Controlled Affiliates (directly or indirectly) or any
investor in, or participant in the distribution or sale of, any
Fund.

       

      “Prohibited Competition
Activity” shall mean any of the following activities:

       

      (a)           directly
or indirectly, whether as owner, part owner, member, director, officer, trustee,
employee, agent or consultant for or on behalf of any Person other than Aston or
any Controlled Affiliate of Aston: (i) diverting or taking away any funds or
investors from any Fund; (ii) soliciting or otherwise inducing or attempting to
cause any Person to divert or take away any assets or funds invested in such
Funds; or (iii) soliciting or otherwise inducing or attempting to cause any
subadviser, distributor or seller of the Funds to terminate or reduce its
services on behalf of the Funds; and

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           directly
or indirectly, whether as owner, part owner, partner, member, director, officer,
trustee, employee, agent or consultant for or on behalf of any Person other than
Aston or any Controlled Affiliate of Aston, performing any Investment
Services.

       

      “Promissory Note”
shall mean a promissory note issued by the Corporation in substantially the form
attached hereto as Exhibit
D.

       

      “Purchase Agreement”
shall mean that certain Asset Purchase Agreement, dated as of April 20, 2006, by
and among ABN AMRO Asset Management Holdings, Inc., ABN AMRO Investment Fund
Services, Inc., ABN AMRO Asset Management, Inc., Montag & Caldwell, Inc.,
Tamro Capital Partners LLC, Veredus Asset Management LLC, River Road Asset
Management LLC and Aston.

       

      “Requirement of Law”
shall have the meaning set forth in Section 4.06.

       

      “SEC” shall mean the
Securities and Exchange Commission, and any successor Governmental Authority
thereto.

       

      “SEC Reports” shall
have the meaning set forth in Section 5.07(a).

       

      “Securities Act” means
the Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder by the SEC from time to time.

       

      “Securities Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      “Series B LLC Unit”
means the Series B limited liability company interests of Aston.

       

      “Series B Preferred
Stock” means the Series B Convertible Preferred Stock of the Company,
$0.0001 par value per share.

       

      “Transaction
Documents” shall mean this Agreement, the Investor Rights Agreement and
the Management Agreement.

       

      ARTICLE
II


       

      EXCHANGE

       

      Section
2.01.          Exchange of Series B LLC
Units for Series B Preferred Stock by Management
Stockholders.  On the terms and subject to the conditions of
this Agreement, at the Closing, the Company hereby agrees to issue to each of
the Investors such numbers of shares of Series B Preferred Stock listed next to
the name of such Investor on Schedule A hereto
(based on an exchange ratio of 2.85714 shares of Series B Preferred Stock to one
Series B LLC Unit) in exchange for all of the Series B LLC Units held by such
Investor.  At the Closing, each of the Investors shall deliver to the
Company assignments duly executed by such Investor representing the respective
number of Series B LLC Units held by such Investor, in exchange for the number
of shares of Series B Preferred Stock as provided in this Section
2.01.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Section
2.02.          Certificate of
Designation.  Immediately prior to the Closing, the Company
shall file the Certificate of Designation with the Secretary of State of the
State of Delaware.

       

      Section
2.03.          Management
Agreement.  The Company shall, and shall cause Aston to, and
the Management Stockholders shall, execute and deliver the Management Agreement,
which shall automatically become effective upon the consummation of the
Closing.

       

      Section
2.04.          Investor Rights
Agreement.  The Company, the Management Stockholders, and the
Investors shall execute and deliver the Investor Rights Agreement, which shall
automatically become effective upon the consummation of the
Closing.

       

      Section
2.05.          Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take
place on the date hereof (the “Closing Date”) at the
offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New
York.  Upon consummation of the Closing, the Company will own 100% of
the outstanding Series B LLC Units of Aston.

       

      Section
2.06.          Amended and Restated Aston
LLC Agreement.  Immediately following the Closing, the Company
shall execute the Third Amended and Restated Limited Liability Company Agreement
of Aston in the form attached hereto as Exhibit
E.

       

      Section
2.07.          Restrictions on Competition,
Non-Solicitation and Non-Disclosure by Management
Stockholders.

       

      (a)           Each
Investor and Management Stockholder agrees, for the benefit of the Company and
Aston, that such Investor or Management Stockholder (as the case may be) shall
not, while employed by Aston or any of its Affiliates, and for that number of
years following termination of such employment set forth opposite such
Investor’s or Management Stockholder’s name on Schedule A hereto engage in any
Prohibited Competition Activity.

       

      (b)           In
addition to, and not in limitation of, the provisions of Section 2.07(a) hereto,
each Investor and the related Management Stockholder agrees, for the benefit of
the Company and Aston, that such Investor or Management Stockholder (as the case
may be) shall not, during the period beginning on the date hereof, and until the
date which is that number of years following termination of such employment set
forth opposite such Investor’s or Management Stockholder’s name on Schedule A hereto of
such Management Stockholder’s employment with Aston and all of its Affiliates,
without the express written consent of the Company and the Management Committee
(as such term is defined in the Management Agreement), directly or indirectly,
whether as owner, part-owner, shareholder, partner, member, director, officer,
trustee, employee, agent or consultant, or in any other capacity, on behalf of
itself or any firm, corporation or other business organization other than Aston
and its Controlled Affiliates:

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (i)           provide
Investment Services to any Person that is a Client (as defined herein, which
includes Past Clients, Present Clients and Potential Clients); provided,
however, that this clause (i) shall not be applicable to Clients of Aston
(including Potential Clients) who are also members of the Immediate Family of
the Management Stockholder or Investor (as the case may be);

       

      (ii)          solicit
or induce, whether directly or indirectly, any Person for the purpose (which
need not be the sole or primary purpose) of (A) causing any funds invested in
any Fund to be withdrawn from such Fund, or (B) causing any Client (including
any Potential Client) not to invest any additional funds in any Fund (or
otherwise attempt to cause any of the foregoing to occur);

       

      (iii)         contact
or communicate with, whether directly or indirectly, any Past, Present or
Potential Clients with respect to the provision of Investment Services;
provided, however, that this clause (iii) shall not be applicable to Clients
(including Potential Clients) who are also members of the Immediate Family of
the Management Stockholder or Investor (as the case may be); or

       

      (iv)         solicit
or induce, or attempt to solicit or induce, directly or indirectly, any employee
or agent of, or consultant to, Aston or any of its Controlled Affiliates to
terminate its, his or her relationship therewith, hire any such employee, agent
or consultant, or former employee, agent or consultant, or work in any
enterprise involving Investment Services with any employee, agent or consultant
or former employee, agent or consultant, of Aston or any of its Controlled
Affiliates who was employed by or acted as an agent or consultant to Aston or
their respective Controlled Affiliates at any time during the two (2) year
period preceding the termination of the Management Stockholder’s employment
(excluding for all purposes of this sentence, secretaries and persons holding
other similar positions).

       

      For
purposes of this Section 2.07(b), the term “Past Client” shall be
limited to those Past Clients who were recipients of Investment Services,
directly or indirectly (including through investment in any Fund), from Aston
and/or their respective Controlled Affiliates at the date of termination of the
Management Stockholder’s employment at any time during the two (2) years
immediately preceding the date of such termination.

       

      Notwithstanding
the provisions of Section 2.07(a) and 2.07(b), any Management Stockholder or
Investor may (i) make passive personal investments in an enterprise (whether or
not competitive with the Company or Aston) the shares or other equity interests
of which are publicly traded, provided his holding therein together with any
holdings of his Affiliates and members of his Immediate Family, are less than
five percent (5%) of the outstanding shares or comparable interests in such
entity; and (ii) serve as a trustee of a registered investment company;
provided, further, that notwithstanding the provisions of Section 2.07(a) and
2.07(b), Stuart Bilton may continue to serve as a director and member of the
investment committee of the Board of Directors of Baldwin & Lyons,
Inc.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (c)           Each
Investor and Management Stockholder agrees that any and all presently existing
investment advisory businesses of Aston and its Controlled Affiliates and all
businesses developed by Aston, any of its Controlled Affiliates, and the
Predecessor Business, including by such Management Stockholder or any other
employee of Aston or any of its Controlled Affiliates, the Predecessor Business
or any predecessor thereto (whether or not in such person’s individual
capacity), including without limitation, all investment methodologies, all
investment advisory contracts, fees and fee schedules, commissions, records,
data, Client lists, agreements, trade secrets, and any other incident of any
business developed by Aston, its Controlled Affiliates, the Predecessor Business
or any predecessor thereto, or earned or carried on by the Management
Stockholder for Aston, any of its Controlled Affiliates, the Predecessor
Business or any predecessor thereto, and all trade names, service marks and
logos under which Aston or its Affiliates (or any predecessor thereto) do or
have done business, and any combinations or variations thereof and all related
logos, are and shall be the exclusive property of Aston or such Controlled
Affiliate thereof, as applicable, for its or their sole use, and (where
applicable) shall be payable directly to Aston or such Controlled Affiliate. In
addition, each Management Stockholder acknowledges and agrees that the
investment performance of the accounts managed by Aston or any Controlled
Affiliate thereof was attributable to the efforts of the team of professionals
of Aston, such Controlled Affiliate thereof, such Predecessor Business or such
predecessor thereto, and not to the efforts of any single individual or subset
of such team of professionals, and that, therefore, the performance records of
the accounts managed by Aston or any of its Controlled Affiliates (or any
predecessor to any of them), including without limitation, the Funds, are and
shall be the exclusive property of Aston or such Controlled Affiliate, as
applicable (and not of any other Person or Persons).

       

      (d)           Each
Investor and Management Stockholder acknowledges that, in the course of
performing services under the Management Agreement and otherwise, such Investor
or Management Stockholder (as applicable) has had, and will from time to time
have, access to information of a confidential or proprietary nature, including
without limitation, all confidential or proprietary investment methodologies,
trade secrets, proprietary or confidential plans, Client identities and
information, Client lists, service providers, business operations or techniques,
records and data (“Intellectual
Property”) owned or used in the course of business by Aston, its
Controlled Affiliates or any of the parties to the Purchase Agreement. Each
Investor and Management Stockholder agrees always to keep secret and not ever
publish, divulge, furnish, use or make accessible to anyone (otherwise than in
the regular business of Aston and its Controlled Affiliates or as required by
court order or by law (on the written advice of outside counsel)) any
Intellectual Property of Aston or any Controlled Affiliate thereof unless such
information can be shown to be in the public domain through no fault of such
Management Stockholder or Investor. At the termination of the Management
Stockholder’s employment by Aston and its Controlled Affiliates, all data,
memoranda, Client lists, notes, programs and other papers, items and tangible
media, and reproductions thereof relating to the foregoing matters in Management
Stockholder’s or Investor’s possession or control, shall be returned to Aston
and remain in its possession.

       

      (e)           Each
Investor and Management Stockholder acknowledges that, in the course of entering
into this Agreement, such Investor or Management Stockholder has had and, in the
course of the operation of Aston and any Controlled Affiliates thereof, the
Investor or Management Stockholder will from time to time have, access to
Intellectual Property owned by or used in the course of business by the Company.
Each Investor and Management Stockholder agrees, for the benefit of Aston, and
for the benefit of the Company, always to keep secret and not ever publish,
divulge, furnish, use or make accessible to anyone (otherwise than at the
Company’s request or by court order or by law (on the written advice of outside
counsel)) any knowledge or information regarding Intellectual Property
(including, by way of example and not of limitation, the transaction structures
utilized by the Company) of the Company unless such information can be shown to
be in the public domain through no fault of such Investor or Management
Stockholder. At the termination of the Management Stockholder’s service to Aston
and Controlled Affiliates, all data, memoranda, documents, notes and other
papers, items and tangible media, and reproductions thereof relating to the
foregoing matters in the Management Stockholder’s or Investor’s possession or
control shall be returned to the Company and remain in its
possession.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (f)           In
addition to the rights set forth in Sections 2.07(g) and (h) below, in the event
that a Management Stockholder or Investor breaches any of the provisions of this
Section 2.07, then (i) the Company shall have no further obligations under the
Promissory Note theretofore issued to such Investor or Management Stockholder to
pay the redemption price for such related Investor’s Series B Preferred Stock
pursuant to Section 10 of the Certificate of Designation, and (ii) Aston shall
be entitled to withhold any other payments to which such Management Stockholder
or Investor otherwise would be entitled to offset damages resulting from such
breach.

       

      (g)           Each
Investor and Management Stockholder agrees that any breach of the provisions of
this Section 2.07 by such Investor or Management Stockholder could cause
irreparable damage to Aston and the Company, and that Aston (by action of the
Management Committee) and the Company shall have the right to an injunction or
other equitable relief (in addition to other legal remedies) to prevent any
violation of a Management Stockholder’s or Investor’s obligations hereunder or
thereunder.

       

      (h)           The
provisions of this Section 2.07 shall not be deemed to limit any of the rights
of the Company or Aston under applicable law, but shall be in addition to the
rights under applicable law.

       

      ARTICLE
III


       

      RESTRICTIVE
LEGENDS

       

      Section
3.01.         Restrictive
Legends.  It is understood and agreed that the certificates
evidencing the shares of Series B Preferred Stock to be delivered to the
Management Stockholders at the Closing, and each certificate issued upon
transfer thereof, shall bear the following legends, in addition to any other
legends required by Delaware law:

       

      “THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO
REGISTERED OR IN A MANNER EXEMPT FROM REGISTRATION UNDER SUCH ACT.

       

      THE
SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS
OF AN INVESTOR RIGHTS AGREEMENT WHICH PLACES RESTRICTIONS ON THE TRANSFERABILITY
OF THE SHARES REPRESENTED HEREBY.  A COPY OF THE INVESTOR RIGHTS
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IV


       

      REPRESENTATIONS
AND WARRANTIES OF

      THE INVESTORS AND MANAGEMENT
STOCKHOLDERS

       

      Each
Management Stockholder and Investor severally represents and warrants (as to
itself, himself or herself only) to the Company as follows:

       

      Section
4.01.          Organization.  Such
Investor is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation.

       

      Section
4.02.          Ownership and Capital
Structure.

       

      (a)         
   Other than as set forth on Schedule A
hereto, such Investor or Management Stockholder (as applicable) does not hold
any Series B LLC Units or securities convertible into or exchangeable for any
Series B LLC Units or any rights to subscribe for or to purchase, or any
warrants or options for the purchase of, or any agreements providing for the
issuance (contingent or otherwise) or, or any calls, commitments or claims of
any character relating to any such Series B LLC Units.

       

      (b)        
    Such Investor is the lawful owner of the Series B LLC
Units to be transferred by it, him or her hereunder, free and clear of all
liens, encumbrances, restrictions and claims of every kind (other than pursuant
to applicable securities laws and the provisions of the Current Aston LLC
Agreement and has full legal right, power and authority to enter into this
Agreement and to sell, assign, transfer and convey its, his or her Series B LLC
Units pursuant to this Agreement; and, upon the transfer to the Company of such
Investor’s Series B LLC Units pursuant to this Agreement the Company will hold
valid title thereto free and clear of all liens, encumbrances, restrictions,
preemptive rights, options and claims of every kind (other than those pursuant
to applicable securities laws and the provisions of the Current Aston LLC
Agreement).

       

      Section
4.03.          Investment
Intent.  The shares of Series B Preferred Stock to be acquired
by such Investor hereunder, as applicable, (i) are being acquired by such
Investor for its, his or her own account and (ii) are not being acquired by such
Investor with a view to, or for sale in connection with, any distribution
thereof which is not in compliance with applicable securities laws.

       

      Section
4.04.          Accredited Investor;
Knowledge and Experience.  Such Investor is an “accredited
investor” as that term is defined in Regulation D under the Securities
Act.  Such Investor has carefully considered the potential risks
relating to the Company and the Exchange.  Such Investor is familiar
with the business and financial condition, properties, operations and prospects
of the Company and has had access, during the course of the transactions
contemplated hereby and prior to the Exchange, to such information as it, he or
she has deemed material to its, his or her investment decision and has had the
opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of the investment and to obtain additional
information (to the extent Company possessed such information or could acquire
it, him or her without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to such Investor or to which such Investor
has had access; provided, that neither the foregoing (nor any other knowledge
which such Investor has) shall in any way limit the scope or effect of the
representations and warranties of the Company set forth in Article
V.  Such Investor  made, either alone or together with its,
his or her advisors, such independent investigation of the Company as such
Investor deems to be, or its, his or her advisors deem to be, necessary or
advisable in connection with this investment.  Such Investor
understands that no federal or state agency has passed upon this investment or
upon the Company, nor has any such agency made any finding or determination as
to the fairness of this investment.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Section
4.05.          Authority.  Such
Investor has full legal right, power and authority to enter into and perform
this Agreement and other Transaction Documents to which it is a party, and the
execution and delivery of this Agreement and the other Transaction Documents by
it, him or her, and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary requisite action (corporate
or otherwise).  Such Management Stockholder has the legal capacity to
enter into and perform this Agreement and other Transaction Documents to which
it, he or she is a party.  Except for compliance with any applicable
requirements of the Securities Act and the Securities Exchange Act, no consent,
waiver or authorization of, or filing with any other Person (including without
limitation, any federal or state governmental authority or other political
authority (collectively, “Governmental
Authority”)) is required in connection with any of the foregoing or with
the validity or enforceability against such Investor or Management Stockholder
of this Agreement and the other Transaction Documents.  Each of this
Agreement and the other Transaction Documents has been duly executed and
delivered by such Investor or Management Stockholder and constitutes the legal,
valid and binding agreement of such Investor or Management Stockholder,
enforceable against it, him or her in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally and subject to general principles of
equity.

       

      Section
4.06.          No
Conflict.  The execution, delivery and performance of this
Agreement and the other Transaction Documents, and the consummation of the
transactions contemplated hereby and thereby, do not and will not, with or
without the passage of time or the giving of notice or both, (i) conflict
with any provision of such Investor’s Certificate of Incorporation or By-Laws or
other similar organizational documents, (ii) conflict with or violate any
applicable law, statute, treaty, rule, regulation, arbitration award, judgment,
decree, order or other determination of any Governmental Authority
(collectively, “Requirement of Law”)
applicable to such Investor or Management Stockholder or any mortgage, security,
lease, franchise, agreement, guaranty, instrument or undertaking (collectively,
“Contractual
Obligation”) of such Investor or Management Stockholder or (iii) result
in, or require, the creation or imposition of any lien, charge or other
encumbrance on any of the properties or revenues of such Investor or such
Management Stockholder pursuant to any Requirement of Law or Contractual
Obligation.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      ARTICLE
V


       

      REPRESENTATIONS AND
WARRANTIES OF THE COMPANY

       

      The
Company represents and warrants to each Investor and Management Stockholder as
follows:

       

      Section
5.01.          Organization.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.

       

      Section
5.02.          Capitalization.  The
Company’s authorized capital stock consists of, and on the Closing Date will
consist of, 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred
Stock, $0.0001 par value per share, of which 50,000 Shares are designated Series
A Junior Participating Preferred Stock and 1,000 Shares are designated Series B
Convertible Preferred Stock.  Immediately after the Closing, the
Company’s issued and outstanding capital stock will be as set forth on Schedule B
hereto.  Other than as set forth on Schedule B,
there are no issued or outstanding options, warrants or other rights to acquire,
or any outstanding securities or obligations convertible into or exchangeable
for, any shares of the capital stock of the Company.

       

      Section
5.03.          Valid Issuance of
Securities.  The shares of Series B Preferred Stock, when
issued and delivered by the Company in exchange for the delivery by the
Investors of the Series B LLC Units pursuant to the terms of this Agreement, (i)
will have been duly authorized, validly issued, fully paid and nonassessable,
(ii) will be free and clear of all liens, encumbrances, equities and claims
(other than securities law restrictions and those other restrictions set forth
in the Certificate of Designation and Investor Rights Agreement) and (iii) will
be issued without violation of any preemptive rights.  The Common
Stock issuable upon the conversion of the Series B Preferred Stock has been duly
reserved, and upon issuance in accordance with the terms of the Series B
Preferred Stock in accordance with the terms of the Certificate of Designation
will be duly authorized, validly issued, fully paid and
non-assessable.

       

      Section
5.04.          Authority.  The
Company has full legal right, power and authority (i) to enter into and perform
this Agreement and the other Transaction Documents to which it is a party,
including the issuance of the shares of Series B Preferred Stock.  The
execution, delivery and performance of this Agreement and the other Transaction
Documents to which the Company is a party by the Company, the issuance of the
shares of Series B Preferred Stock by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby have all been duly
authorized by all necessary corporate action on the part of the
Company.  No consent, waiver or authorization of, or filing with any
other Person (including without limitation, any Governmental Authority) is
required in connection with any of the foregoing or with the validity or
enforceability against the Company of this Agreement, the other Transaction
Documents to which it is a party, and the shares of Series B Preferred Stock,
except for consents, waivers, authorizations or filings which if not obtained or
made would not have a material adverse effect on the Investors’ rights in the
Series B Preferred Stock, and except for required filings under the Securities
Act, the Securities Exchange Act and the rules and regulations thereunder and
applicable state securities laws.  Each of this Agreement and each
other Transaction Document to which the Company is a party has been duly
executed and delivered by the Company and constitutes the legal, valid and
binding agreement of the Company, enforceable against it in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally and subject to general
principles of equity.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Section
5.05.          No
Conflict.  The execution, delivery and performance of this
Agreement and the other Transaction Documents, and the consummation of the
transactions contemplated hereby and thereby, do not and will not, with or
without the passage of time or the giving of notice or both, (i) conflict with
or violate any provision of the Company’s Amended and Restated Certificate of
Incorporation or Amended and Restated By-laws, (ii) conflict with or violate any
Requirement of Law applicable to the Company or any Contractual Obligation of
the Company, in each case in a manner which would have a material adverse effect
on the Investors’ rights in the Series B Preferred Stock or (iii) result in, or
require, the creation or imposition of any lien, charge or other encumbrance on
any of its properties or revenues pursuant to any Requirement of Law or
Contractual Obligation.  The Company is not a party to or bound by any
Contractual Obligation, and has no outstanding securities which include terms or
conditions, which prohibit, restrict or otherwise limit the ability of the
Company to make all or any portion of any Quarterly Dividend Payment (as defined
in the Certificate of Designation).

       

      Section
5.06.          Knowledge Regarding
Aston.  The Company is the Managing Member of Aston, and in
such capacity fully understands, and has access to information regarding, the
financial condition and results of operations, business and prospects of Aston,
and has all information it considers necessary or appropriate for deciding
whether to acquire the Series B LLC Units.  The Company has not relied
upon, and hereby disclaims, any representation or warranty made by any Investor
or Management Stockholder regarding Aston, its financial condition, assets,
liabilities, results of operations, business or prospects; provided, that,
neither the foregoing, nor any other knowledge which the Company has, shall, in
any way, limit the scope or effect of the representatives and warranties of the
Investors and Management Stockholders set forth in Article IV.

       

      Section
5.07.          SEC Reports and Financial
Statements.

       

      (a)       
    Each of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, the Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2009 and all Current Reports on 8-K filed with the SEC
since January 1, 2009 (collectively, the “SEC Reports”), as of
their respective dates (and, if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing), complied in all
material respects with the applicable requirements of the Securities Exchange
Act and the rules and regulations thereunder.  None of the SEC
Reports, as of their respective dates (and, if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing), contained
any untrue statement of fact or omitted a statement of a fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, other than facts that
did not have, or would not, individually or in the aggregate, reasonably be
expected to have, a material adverse effect on the business or operations of the
Company.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (b)           The
consolidated financial statements of the Company included in such SEC Reports
(the “Financial
Statements”) comply as to form in all material respects with applicable
accounting requirements and with published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with GAAP (except as may be
indicated in the notes thereto, or in the case of unaudited interim financial
statements, as permitted by Form 10-Q under the Securities Exchange Act) and
fairly present in all material respects, subject, in the case of the unaudited
interim financial statements, to the absence of complete notes and normal,
year-end adjustments, the consolidated financial position of the Company and its
subsidiaries as of the dates thereof.

       

      (c)           Without
limiting the generality of the foregoing, (i) no executive officer of the
Company has failed in any respect to make the certifications required of him or
her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 with respect to
any SEC Reports and (ii) no enforcement action has been initiated, or to the
knowledge of the Company threatened, against the Company or any of its directors
or executive officers by the SEC relating to disclosures contained in any SEC
Report.

       

      ARTICLE
VI


       

      EXPENSES

       

      Section
6.01.          Expenses.  The
Company agrees that the expenses incurred by the Investors and Management
Stockholders in connection with the negotiation, preparation, execution and
delivery of this Agreement and the other Transaction Documents, and the
consummation of the transactions contemplated hereby and thereby, including
without limitation, fees and expenses of one counsel to the Investors and
Management Stockholders may be paid from the Operating Allocation (as such term
is defined in the Management Agreement); provided that all reasonable fees and
expenses incurred by the Investors and Management Stockholders in connection
with the preparation and filing of all required filings by the Investors and
Management Stockholders with the Securities and Exchange Commission in
connection with the transactions contemplated hereby, including, to the extent
required Section 16 reports and filings on Schedule 13D and/or Schedule 13G
shall be paid by the Company.  Except as set forth in the immediately
preceding sentence, each of the parties hereto agrees to pay the expenses
incurred by it in connection with the negotiation, preparation, execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and thereby, including without limitation, fees and expenses of counsel
to each party.

       

      ARTICLE
VII


       

      MISCELLANEOUS

       

      Section
7.01.          Notices.  All
notices, requests, demands and other communications under this Agreement must be
in writing and will be deemed duly given, unless otherwise expressly indicated
to the contrary in this Agreement, (i) when personally delivered, (ii) upon
receipt of a telephonic facsimile transmission with a confirmed telephonic
transmission answer back, (iii) three (3) business days after having been
deposited in the United States mail, certified or registered, return receipt
requested, postage prepaid, or (iv) one (1) business day after having been
dispatched by a nationally recognized overnight courier service, addressed to
the parties or their permitted assigns at the following addresses:

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      if to the
Company:

       

      Highbury
Financial Inc.

      999
Eighteenth Street, Suite 300

      Denver,
Colorado 80202

      Attention:  Richard
S. Foote

      Facsimile:  303-893-2902

       

      with a
copy to:


       

      Bingham
McCutchen LLP

      399 Park
Avenue

      New York,
New York 10022

      Attention:  Floyd
I. Wittlin

      Facsimile:  212-702-3625

       

      if to the
Investors or Management Stockholders:

       

      120 N.
LaSalle Street, 25th Floor

      Chicago,  Illinois  60601

      Facsimile:  312-268-1335

       

      with a
copy to:

       

      Sonnenschein
Nath & Rosenthal LLP

      233 S.
Wacker Drive

      Suite
7800

      Chicago,
Illinois 60606-6404

      Attention:  Michael
D. Rosenthal

      Facsimile:
312-876-7934

       

      or at
such other address as a party may furnish in writing to each other
party.

       

      Section
7.02.          Further
Assurances.  Each of the parties hereto agrees to use its
reasonable best efforts to take, or cause to be taken, all appropriate action,
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations (including, without limitation, in connection
with obtaining any requisite approval) and to execute such agreements, powers of
attorney or other documents or instruments to expeditiously consummate and make
effective the transactions contemplated by this Agreement and the other
Transaction Documents.  In case at any time after the Closing any
further action is necessary or desirable to carry out the purposes of this
Agreement and the other Transaction Documents, the proper officers and directors
of the Company and the Investors, and the Management Stockholders shall take all
such necessary action.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Section
7.03.          Survival.  All
warranties, representations, and covenants made herein or in any other
instrument delivered by the parties hereto or on their behalf under this
Agreement shall be considered to have been relied upon and shall survive the
delivery of the shares of Series B Preferred Stock and payment therefor,
regardless of any investigation made by any such party or on its
behalf.

       

      Section
7.04.          Amendments, Modifications
and Waivers.  Any covenant, agreement, provision or condition
of this Agreement may be amended or modified, or compliance therewith may be
waived (either generally or in any particular instance and either retroactively
or prospectively), by (and only by) an instrument in writing signed by the
Company, the Management Stockholders and the Investors.

       

      Section
7.05.          Successors and
Assigns.  This Agreement shall be so binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.

       

      Section
7.06.          Severability.  Should
any part of this Agreement for any reason be declared invalid, such decision
shall not affect the validity of any remaining portion which remaining portion
shall remain in full force and effect as if this Agreement had been executed
with the invalid portion thereto eliminated and it is hereby declared the
intention of the parties hereto that they would have executed the remaining
portion of this Agreement without included therein any such part or parts which
may, for any reason, be hereafter declared invalid.

       

      Section
7.07.          Captions.  The
descriptive headings of the various Sections or parts of this Agreement are for
convenience only and shall not affect the meaning or construction of any of the
provisions hereof.

       

      Section
7.08.          Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersedes any and all prior agreements and understandings, written or oral,
relating to the subject matter hereof.

       

      Section
7.09.          Governing
Law.  This Agreement and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Delaware, and
all rights and remedies shall be governed by such laws without regard to
principles of conflicts of laws.  Each of the parties hereby consents
to personal jurisdiction, service of process and venue in the federal or state
courts sitting in the City of Chicago for any claim, suit or proceeding arising
under this Agreement to enforce any arbitration award or obtain equitable relief
and hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such state court or, to the extent
permitted by law, in such federal court (subject to the provisions of Section
7.10 hereof).  To the extent permitted by law, each of the parties
hereby irrevocably consents to the service of process in any such action or
proceeding by the mailing by certified mail of copies of any service or copies
of the summons and complaint and any other process to such party at the address
specified in Section 7.01 hereof.  The parties agree that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Section
7.10.          Dispute
Resolution.  Except as set forth in Section 7.11, all disputes
arising in connection with this Agreement shall be resolved in binding
arbitration in accordance with the applicable rules of the American Arbitration
Association.  The arbitration shall be held in the City of Chicago
before a single arbitrator selected in accordance with Section 11 of the
American Arbitration Association Commercial Arbitration Rules who shall have
substantial experience in the investment advisory industry, and shall otherwise
be conducted in accordance with the American Arbitration Association Commercial
Arbitration Rules.  The parties covenant that they will participate in
the arbitration in good faith and that they will share equally its costs except
as otherwise provided herein.  The provisions of this Section 7.10
shall be enforceable in any court of competent jurisdiction, and the parties
shall bear their own costs in the event of any proceeding to enforce this
Agreement except as otherwise provided herein.  The arbitrator shall
assess costs and expenses (including the reasonable legal fees and expenses of
the prevailing party or parties against the other party or parties to such
proceeding).  Any party unsuccessfully refusing to comply with an
order of the arbitrators shall be liable for costs and expenses, including
attorney’s fees, incurred by the other party in enforcing the
award.

       

      Section
7.11.          Indemnification of Investors
and Management Stockholders.  The Company agrees to indemnify,
defend and hold harmless to the fullest extent permitted by applicable law, the
Investors and Management Stockholders from and against all claims, liabilities,
causes of action, actions, suits, proceedings, investigations, judgments,
decrees, losses, damages, fees, costs and expenses (including attorney fees and
expenses of investigation and of enforcing the rights under this Section 7.11 to
the fullest extent permitted by law), whether incurred with respect to third
parties or otherwise, arising out of, resulting from or in connection with,
based upon or relating to any claim by any stockholders of the Company (other
than the Investors and Management Stockholders), whether brought individually,
as a class or derivatively on behalf of the Company, alleging the breach of
fiduciary or other duties of the parties hereto for entering into, challenging
the authority of the Company to enter into, challenging the propriety of the
Board approval of, or otherwise seeking to invalidate, enjoin or modify, or
characterize as fraudulent or tortious, the transactions contemplated hereby or
any portion thereof (collectively “Claims”).

       

      (a)           Promptly
after receipt by any Investor or Management Stockholder from any third party of
written notice of any demand, claim or circumstance that, immediately or with
the lapse of time, would reasonably be expected to give rise to a Claim (an
“Asserted
Liability”) that might be entitled to indemnification from the Company
under this Section 7.11, the Investor or Management Stockholder shall give
written notice thereof (the “Claims Notice”) to
the Company; provided, however, that a failure to give such notice shall not
prejudice the Investor or Management Stockholders right to indemnification
hereunder except to the extent that the Company is actually prejudiced thereby.
The Claims Notice shall describe the Asserted Liability in such reasonable
detail as is practicable under the circumstances, and shall, to the extent
practicable under the circumstances, indicate the amount (estimated, if
necessary) of the loss that has been or may be suffered by the Investor or
Management Stockholder.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (b)           The
Company may elect to compromise or defend, at its own expense and by its own
counsel, any Asserted Liability; provided, however, that if the named parties to
any action or proceeding include (or could reasonably be expected to include)
both the Company and an Investor or Management Stockholder, or more than one
Investor or Management Stockholder, and the Company is advised by counsel that
representation of both parties by the same counsel would be inappropriate under
applicable standards of professional conduct, the Investor or Management
Stockholder may engage one separate counsel to represent all such Investors and
Management Stockholders at the expense of the Company.  If the Company
elects to compromise or defend such Asserted Liability, it shall within twenty
(20) business days (or sooner, if the nature of the Asserted Liability so
requires) notify the Investor or Management Stockholder of its intent to do so,
and the Investor or Management Stockholder shall cooperate, at the expense of
the Company, in the compromise of, or defense against, such Asserted Liability.
Notwithstanding the foregoing, any settlement or compromise shall not include
any terms and conditions applicable to an Investor or Management Stockholder,
other than the payment of cash to be paid by the Company, without the prior
written consent of such Investor or Management Stockholder.  If the
Company elects not to compromise or defend the Asserted Liability, fails to
notify the Investor or Management Stockholder of its election as herein
provided, contests its obligation to provide indemnification under this
Agreement, or fails to make or ceases making a good faith and diligent defense,
the Investor or Management Stockholder may pay, compromise or defend such
Asserted Liability all at the expense of the Company (in accordance with the
provisions of Section 7.11(c) below). Except as set forth in the preceding
sentence, the Investor or Management Stockholder may not settle or compromise
any claim over the objection of the Company; provided, however, that consent to
settlement or compromise shall not be unreasonably withheld. In any event, the
Investor or Management Stockholder may participate at its own expense in the
defense of such Asserted Liability. The Investor or Management Stockholder shall
in any event make available to the Company any books, records or other documents
within its control that are necessary or appropriate for such defense, all at
the expense of the Company.

       

      (c)           If
the Company elects not to compromise or defend an Asserted Liability, or fails
to notify the Investor or Management Stockholder of its election as above
provided, then, to the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Investor or Management Stockholder in
defending any Asserted Liability, shall, from time to time, be advanced by the
Company prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Company of an undertaking by or on behalf of the
Investor or Management Stockholder to repay such amount if it shall be
determined that the Investor or Management Stockholder is not entitled to be
indemnified as authorized in this Section 7.11, without the provision of any
security.

       

      (d)           The
Investors and the Management Stockholders shall be entitled to enforce their
rights to indemnification and advancement of expenses pursuant to this Section
7.11 by bringing an action in the Delaware Court of Chancery in accordance with
Section 145(k) of the Delaware General Corporation law, which court may
summarily determine the Company’s obligation to advance expenses (including
attorneys’ fees).

       

      Section
7.12.          Remedies.  Each
party to this Agreement acknowledges and agrees that in the event of any breach
of this Agreement by any one of them, any of the parties, as the case may be,
would be irreparably harmed and could not be made whole by monetary
damages.  Each party accordingly agrees (a) to waive the defense in
any action for specific performance that a remedy at law would be adequate and
(b) each party, in addition to any other remedy to which they may be entitled at
law or in equity, shall be entitled to compel specific performance of this
Agreement.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Section
7.13.          Counterparts.  This
Agreement may be executed in any number of counterparts and by facsimile, each
of which shall be considered an original, but all of which taken together shall
constitute one instrument.

       

      Section
7.14.          Interpretation.  No
provisions of this Agreement shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have drafted or
dictated such provision.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

       

      
        
          
            
              
                
                  
                    	 	COMPANY:

HIGHBURY
      FINANCIAL INC. 
	 	 	 
	 
      	
                            By:

                          	
                             /s/ Richard S.
  Foote

                          
	 
      	 
      	
                            Name:
      Richard S. Foote

                          
	 
      	 
      	
                            Title:
      President and Chief Executive
Officer

                          


                  

                

              

            

          

        

      

       

      
        	 
      	
                MANAGEMENT
      STOCKHOLDERS:

              
	 
      	 
      
	 
      	
                /s/ Stuart D. Bilton

              
	 
      	
                Stuart
      D. Bilton

              
	 
      	 
      
	 
      	
                /s/ Kenneth C. Anderson

              
	 
      	
                Kenneth
      C. Anderson

              
	 
      	 
      
	 
      	
                /s/ Gerald Dillenburg

              
	 
      	
                Gerald
      Dillenburg

              
	 
      	 
      
	 
      	
                /s/ Christine R. Dragon

              
	 
      	
                Christine
      R. Dragon

              
	 
      	 
      
	 
      	
                /s/ Joseph Hays

              
	 
      	
                Joseph
      Hays

              
	 
      	 
      
	 
      	
                /s/ Betsy Heaberg

              
	 
      	
                Betsy
      Heaberg

              
	 
      	 
      
	 
      	
                /s/ David Robinow

              
	 
      	
                David
      Robinow

              
	 
      	 
      
	 
      	
                /s/ John Rouse

              
	 
      	
                John
      Rouse

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        INVESTORS:

                                      
	 
      	 
      
	 
      	
                                        SDB
      ASTON, INC.

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/ Stuart D.
  Bilton

                                      
	 
      	 
      	
                                        Name:
      Stuart D. Bilton

                                      
	 
      	 
      	
                                        Title:
      President

                                      
	 	 
	 
      	
                                        KCA
      ASTON, INC.

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/ Kenneth C.
    Andersen

                                      
	 
      	 
      	
                                        Name:
      Kenneth C. Andersen

                                      
	 
      	 
      	
                                        Title:
      President

                                      
	 	 
	 
      	
                                        GFD
      ASTON, INC.

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/ Gerald F.
    Dillenburg

                                      
	 
      	 
      	
                                        Name:
      Gerald F. Dillenburg

                                      
	 
      	 
      	
                                        Title:
      President

                                      
	 	 
	 
      	
                                        CRD
      ASTON, INC.

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/ Christine R.
    Dragon

                                      
	 
      	 
      	
                                        Name:
      Christine R. Dragon

                                      
	 
      	 
      	
                                        Title:
      President

                                      
	 	 
	 
      	
                                        JH
      ASTON, INC.

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/ Joseph Hays

                                      
	 
      	 
      	
                                        Name:
      Joseph Hays

                                      
	 
      	 
      	
                                        Title:
      President

                                      
	 	 
	 
      	
                                        BCH
      ASTON, INC.

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/ Betsy C.
  Heaberg

                                      
	 
      	 
      	
                                        Name:
      Betsy C. Heaberg

                                      
	 
      	 
      	
                                        Title:
      President

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	 
      	
                        DAR
      ASTON, INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                         /s/ David A.
  Robinow

                      
	 
      	 
      	
                        Name:
      David A. Robinow

                      
	 
      	 
      	
                        Title:
      President

                      
	 	 
	 
      	
                        JPR
      ASTON, INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                         /s/ John P. Rouse

                      
	 
      	 
      	
                        Name:
      John P. Rouse

                      
	 
      	 
      	
                        Title:
      President

                      


              

            

          

        

      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Investors

                              	 	
                                Series
      B

                                LLC Units

                              	 	
                                Series
      B

                                Preferred Stock

                              	 	
                                Years
      for Non-
Solicitation and
Non-competition
Covenants

                              
	
                                SDB
      Aston, Inc.

                              	 	
                                130.0

                              	 	
                                371.44

                              	 	
                                2

                              
	
                                KCA
      Aston, Inc.

                              	 	
                                100.0

                              	 	
                                285.72

                              	 	
                                2

                              
	
                                GFD
      Aston, Inc.

                              	 	
                                50.0

                              	 	
                                142.86

                              	 	
                                2

                              
	
                                CRD
      Aston, Inc.

                              	 	
                                20.0

                              	 	
                                57.14

                              	 	
                                1

                              
	
                                JH
      Aston, Inc.

                              	 	
                                12.5

                              	 	
                                35.71

                              	 	
                                1

                              
	
                                BCH
      Aston, Inc.

                              	 	
                                12.5

                              	 	
                                35.71

                              	 	
                                1

                              
	
                                DAR
      Aston, Inc.

                              	 	
                                12.5

                              	 	
                                35.71

                              	 	
                                1

                              
	
                                JPR
      Aston, Inc.

                              	 	
                                12.5

                              	 	
                                35.71

                              	 	
                                1

                              
	
                                TOTAL
      OUTSTANDING

                              	 	
                                350.0

                              	 	
                                1,000

                              	 	 
      


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Management
Stockholders

                              	 	
                                Years of
      Continued
Employment

                              	 	
                                Years for Non-
Solicitation and
      Non-
competition Covenants

                              	 	 
      
	
                                Stuart
      Bilton

                              	 	
                                7

                              	 	
                                2

                              	 	 
      
	
                                Kenneth
      C. Anderson

                              	 	
                                20

                              	 	
                                2

                              	 	 
      
	
                                Gerald
      Dillenburg

                              	 	
                                23

                              	 	
                                2

                              	 	 
      
	
                                Christine
      R. Dragon

                              	 	
                                26

                              	 	
                                1

                              	 	 
      
	
                                Joseph
      Hays

                              	 	
                                22

                              	 	
                                1

                              	 	 
      
	
                                Betsy
      Heaberg

                              	 	
                                14

                              	 	
                                1

                              	 	 
      
	
                                David
      Robinow

                              	 	
                                21

                              	 	
                                1

                              	 	 
      
	
                                John
      Rouse

                              	 	
                                15

                              	 	
                                1

                              	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
B

       

      CAPITALIZATION


       

      Issued
and Outstanding Capital Stock:

      


      0 shares
of Series A Junior Participating Preferred Stock

      1,000
shares of Series B Preferred Stock

      9,085,035
shares of Common Stock

      


      Rights
to Purchase Capital Stock of the Company:

      


      Warrants
to purchase shares of 10,762,008 shares of Common Stock (subject to certain
anti-dilution adjustments)

      


      Rights
issued pursuant to that certain Rights Agreement, dated August 10 2009, between
the Company and Continental Stock Transfer & Trust Company to purchase
shares of Series A Junior Participating Preferred Stock that are not immediately
exercisable.

      


      4,500,000
shares issuable upon conversion of shares of Series B Preferred Stock (subject
to certain anti-dilution adjustments)