Exhibit 10.10
AMENDMENT TO WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF BANC STOCK GROUP, INC.
THIS AMENDMENT TO WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF BANC STOCK GROUP, INC. (this
“Amendment”) is entered into as of this 9 th day of
November, 2006 by and between Diamond Hill Investment Group, Inc.
(the “Company”) and Roderick H. Dillon, Jr. (the
“Holder”).
RECITALS :
WHEREAS, on or about May 11,
2000, the Company, then known as Banc Stock Group, Inc., issued a
warrant (the “Warrant”) to the Holder to purchase
1,000,000 voting Class A common shares, no par value, of the
Company; and
WHEREAS, the Company and the Holder
desire to amend the Warrant to permit, in the sole discretion of
the Company, the minimum statutory tax withholding and the exercise
price for the Warrant to be paid by methods in addition to payment
in cash;
NOW, THEREFORE, in consideration of
the mutual agreements set forth herein, the Company and the Holder
hereby agree as follows:
1. All references in the Warrant
to “Banc Stock Group, Inc.” are hereby changed to
“Diamond Hill Investment Group, Inc.”;
2. Paragraph (a) Exercise of
Warrant is hereby amended to add the following after the second
sentence of such paragraph:
“The
payment accompanying the Purchase Form may be made (a) in cash
or its equivalent (e.g., by check) or (b) if permitted by the
Company in its sole discretion and to the extent permitted by
applicable law, in shares of the Company’s Common Stock
having a Fair Market Value (as
