Exhibit 2.2 Asset Purchase Agreement dated March 15, 2005 between Hennessy Advisors, Inc. and Michael L. Hershey
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made and entered into on this 15th day of March, 2005, by and between
HENNESSY ADVISORS, INC., a California corporation (“Buyer”) and MICHAEL L. HERSHEY, an adult individual (“Seller”)
(Buyer and Seller are hereinafter sometimes referred to collectively as the “Parties”).
A. Seller is a member of and the President of Landis Associates LLC (“Landis”), a registered investment adviser under
the Investment Advisers Act of 1940, as amended, and investment adviser to The Henlopen Fund, as defined herein.
B. Seller owns certain property, including his reputation, experience and goodwill used or useful in providing
investment advisory services to The Henlopen Fund. Seller has no employment, non-competition or similar agreement with
Landis that would restrict Seller from utilizing his reputation, experience and/or goodwill in competition with Landis at any time.
C. Seller has received substantial publicity and investor following based on decades of generating high returns on
invested capital and has generated considerable personal goodwill through his development of a favorable reputation among
the shareholders of The Henlopen Fund and other investment companies as well as in investment community and the industry
D. Buyer wishes to acquire from Seller, and Seller wishes to sell to Buyer, his personal goodwill upon the terms and
subject to the conditions hereinafter set forth.
E. The transactions contemplated by this Agreement are closing simultaneously with, and contingent upon, the
transactions contemplated by the Landis APA and the execution and enforceability of the Hershey Non-Compete.
In consideration of the foregoing premises and the covenants and agreements contained herein, Buyer and Seller,
intending to be bound legally, agree as follows: