Unassociated Document


    Exhibit
10.1

     

     

     

    EXECUTION
VERSION

     

     

    AGREEMENT
AND PLAN OF MERGER

     

    by
and among

     

    BROADPOINT
SECURITIES GROUP, INC.,

     

    MAGNOLIA
ADVISORY LLC,

     

    GLEACHER
PARTNERS INC.,

     

    CERTAIN
STOCKHOLDERS OF GLEACHER PARTNERS INC.,

     

    and

     

    EACH
OF THE HOLDERS OF INTERESTS IN GLEACHER HOLDINGS LLC

     

    Dated
as of March 2, 2009

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    TABLE
OF CONTENTS

     

    Page

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                
                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      	
                                                                                                                                                                                                                              ARTICLE
      I  DEFINITIONS AND DEFINED TERMS

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              2

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              Section
      1.1

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Definitions
      and Defined Terms

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              2

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      1.2

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Rules
      of Construction

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              11

                                                                                                                                                                                                                            
	 	 	 
	
                                                                                                                                                                                                                              ARTICLE
      II  THE MERGER

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              Section
      2.1

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              The
      Merger

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.2

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Effective
      Time

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.3

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Effects

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.4

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Certificate
      of Formation and Limited Liability Company Agreement

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.5

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Managers

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.6

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Officers

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              12

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.7

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Effect
      on Limited Liability Company Interests and Company Common
      Stock

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              13

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.8

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Exchange
      of Company Common Stock and Purchase of Interests

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              13

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.9

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Escrow

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              15

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.10

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Post-Closing
      Purchase Price Adjustment

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              15

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.11

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Alternative
      Merger Structure

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              16

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.12

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Withholding
      Rights

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              17

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      2.13

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Written
      Consent of the Stockholders

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              17

                                                                                                                                                                                                                            
	 	 	 
	
                                                                                                                                                                                                                              ARTICLE
      III  CLOSING

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              17

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              Section
      3.1

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Closing

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              17

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      3.2

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Deliveries
      of the Company at Closing

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              17

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      3.3

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Selling
      Parties Deliveries at Closing

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              18

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      3.4

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Parent
      Deliveries at Closing

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              18

                                                                                                                                                                                                                            
	 	 	 
	
                                                                                                                                                                                                                              ARTICLE
      IV  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
      SELLING PARTIES

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              19

                                                                                                                                                                                                                            
	 	 
	
                                                                                                                                                                                                                              Section
      4.1

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Organization
      and Good Standing; Charter Documents

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              19

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.2

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Authorization
      and Effect of Agreement

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              19

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.3

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Consents
      and Approvals; No Violations

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              20

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.4

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Permits;
      Compliance with Law

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              20

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.5

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Capitalization
      of the Company; Accredited Investors

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              21

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.6

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              No
      Subsidiaries

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              22

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.7

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Minutes;
      Books and Records

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              23

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.8

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Litigation

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              23

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.9

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Assets
      Necessary to the Company

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              23

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.10

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Financial
      Statements

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              23

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      4.11

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Bank
      Accounts

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              25

                                                                                                                                                                                                                            


                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                              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                                                                                                                                                                                                            Section
      4.12

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Debt

                                                                                                                                                                                                          	
                                                                                                                                                                                                            25

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.13

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Absence
      of Certain Changes

                                                                                                                                                                                                          	
                                                                                                                                                                                                            25

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.14

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Transactions
      with Affiliates

                                                                                                                                                                                                          	
                                                                                                                                                                                                            25

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.15

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Contracts

                                                                                                                                                                                                          	
                                                                                                                                                                                                            26

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.16

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Labor

                                                                                                                                                                                                          	
                                                                                                                                                                                                            28

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.17

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Insurance

                                                                                                                                                                                                          	
                                                                                                                                                                                                            28

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.18

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Intentionally
      Omitted

                                                                                                                                                                                                          	
                                                                                                                                                                                                            28

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.19

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Absence
      of Certain Business Practices

                                                                                                                                                                                                          	
                                                                                                                                                                                                            29

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.20

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Real
      Property; Title; Valid Leasehold Interests

                                                                                                                                                                                                          	
                                                                                                                                                                                                            29

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.21

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Environmental

                                                                                                                                                                                                          	
                                                                                                                                                                                                            29

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.22

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Employee
      Benefits

                                                                                                                                                                                                          	
                                                                                                                                                                                                            29

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.23

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Employees

                                                                                                                                                                                                          	
                                                                                                                                                                                                            31

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.24

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Taxes
      and Tax Returns

                                                                                                                                                                                                          	
                                                                                                                                                                                                            32

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.25

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Intellectual
      Property Rights

                                                                                                                                                                                                          	
                                                                                                                                                                                                            35

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.26

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Information
      Technology; Security & Privacy

                                                                                                                                                                                                          	
                                                                                                                                                                                                            36

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.27

                                                                                                                                                                                                          	
                                                                                                                                                                                                            State
      Takeover Statutes

                                                                                                                                                                                                          	
                                                                                                                                                                                                            36

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.28

                                                                                                                                                                                                          	
                                                                                                                                                                                                            No
      Broker

                                                                                                                                                                                                          	
                                                                                                                                                                                                            36

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.29

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Regulatory
      Matters

                                                                                                                                                                                                          	
                                                                                                                                                                                                            36

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.30

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Significant
      Clients

                                                                                                                                                                                                          	
                                                                                                                                                                                                            38

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.31

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Absence
      of Undisclosed Liabilities

                                                                                                                                                                                                          	
                                                                                                                                                                                                            38

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.32

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Investment
      Advisory Activities

                                                                                                                                                                                                          	
                                                                                                                                                                                                            38

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      4.33

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Information
      Supplied

                                                                                                                                                                                                          	
                                                                                                                                                                                                            38

                                                                                                                                                                                                          
	 	 	 
	
                                                                                                                                                                                                            ARTICLE
      V  REPRESENTATIONS AND WARRANTIES OF THE SELLING
    PARTIES

                                                                                                                                                                                                          	
                                                                                                                                                                                                            38

                                                                                                                                                                                                          
	 	 
	
                                                                                                                                                                                                            Section
      5.1

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Ownership
      of the Company Shares or Interests

                                                                                                                                                                                                          	
                                                                                                                                                                                                            38

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.2

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Acquisition
      of Parent Stock

                                                                                                                                                                                                          	
                                                                                                                                                                                                            39

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.3

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Authorization
      and Effect of Agreement

                                                                                                                                                                                                          	
                                                                                                                                                                                                            40

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.4

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Consents
      and Approvals; No Violations

                                                                                                                                                                                                          	
                                                                                                                                                                                                            41

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.5

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Litigation

                                                                                                                                                                                                          	
                                                                                                                                                                                                            42

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.6

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Selling
      Party Agreements

                                                                                                                                                                                                          	
                                                                                                                                                                                                            42

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.7

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Selling
      Party’s Affiliates

                                                                                                                                                                                                          	
                                                                                                                                                                                                            42

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.8

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Short
      Sales and Confidentiality Prior to the Date Hereof

                                                                                                                                                                                                          	
                                                                                                                                                                                                            42

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.9

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Released
      Matters

                                                                                                                                                                                                          	
                                                                                                                                                                                                            42

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      5.10

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Information
      Supplied

                                                                                                                                                                                                          	
                                                                                                                                                                                                            43

                                                                                                                                                                                                          
	 	 	 
	
                                                                                                                                                                                                            ARTICLE
      VI  REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER
      SUB

                                                                                                                                                                                                          	
                                                                                                                                                                                                            43

                                                                                                                                                                                                          
	 	 
	
                                                                                                                                                                                                            Section
      6.1

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Organization
      and Good Standing

                                                                                                                                                                                                          	
                                                                                                                                                                                                            43

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      6.2

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Authorization
      and Effect of Agreement

                                                                                                                                                                                                          	
                                                                                                                                                                                                            43

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      6.3

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Consents
      and Approvals; No Violations

                                                                                                                                                                                                          	
                                                                                                                                                                                                            44

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      6.4

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Litigation

                                                                                                                                                                                                          	
                                                                                                                                                                                                            44

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      6.5

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Sufficiency
      of Funds

                                                                                                                                                                                                          	
                                                                                                                                                                                                            45

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      6.6

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Parent
      Common Stock

                                                                                                                                                                                                          	
                                                                                                                                                                                                            45

                                                                                                                                                                                                          
	
                                                                                                                                                                                                            Section
      6.7

                                                                                                                                                                                                          	
                                                                                                                                                                                                            Regulatory
      Compliance

                                                                                                                                                                                                          	
                                                                                                                                                                                                            45

                                                                                                                                                                                                          


                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

       

       

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                	
                                                                                                                                                                                                                        Section
      6.8

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Capitalization
      of Parent

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        47

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.9

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Permits;
      Compliance with Law

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        48

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.10

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Absence
      of Certain Changes

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        49

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.11

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Intentionally
      Omitted

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        49

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.12

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Taxes
      and Tax Returns

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        49

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.13

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Listing
      and Maintenance Requirements

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        50

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.14

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        No
      Broker

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        50

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      6.15

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Information
      Supplied

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        50

                                                                                                                                                                                                                      
	 	 	 
	
                                                                                                                                                                                                                        ARTICLE
      VII  COVENANTS

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        50

                                                                                                                                                                                                                      
	 	 
	
                                                                                                                                                                                                                        Section
      7.1

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Operation
      of the Company Pending the Closing

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        50

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.2

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Access

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        53

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.3

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Notification

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        53

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.4

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Reasonable
      Best Efforts

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        54

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.5

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Parent
      Information Statement

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        55

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.6

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Further
      Assurances

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        56

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.7

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Confidentiality

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        56

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.8

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Consents

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        57

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.9

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Tax
      Matters

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        57

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.10

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Employee
      Benefits

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        59

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.11

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        No
      Solicitation

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        60

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.12

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Appointment
      of Eric Gleacher to Parent Board

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        60

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.13

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Lock-up

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        61

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.14

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Private
      Offering

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        61

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.15

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Certain
      Actions of Parent Pending Closing

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        61

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.16

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Standstill

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        61

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      7.17

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Termination
      of Certain Agreements

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        62

                                                                                                                                                                                                                      
	 	 	 
	
                                                                                                                                                                                                                        ARTICLE
      VIII  CONDITIONS TO CLOSING

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        63

                                                                                                                                                                                                                      
	 	 
	
                                                                                                                                                                                                                        Section
      8.1

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Conditions
      to Each Party’s Obligations

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        63

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      8.2

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Conditions
      Precedent to Obligations of Parent and Merger Sub

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        63

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      8.3

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Conditions
      Precedent to Obligations of the Company and the Selling
      Parties

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        64

                                                                                                                                                                                                                      
	 	 	 
	
                                                                                                                                                                                                                        ARTICLE
      IX  TERMINATION

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        65

                                                                                                                                                                                                                      
	 	 
	
                                                                                                                                                                                                                        Section
      9.1

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Termination

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        65

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      9.2

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Procedure
      and Effect of Termination

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        66

                                                                                                                                                                                                                      
	 	 	 
	
                                                                                                                                                                                                                        ARTICLE
      X  SURVIVAL; INDEMNIFICATION

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        67

                                                                                                                                                                                                                      
	 	 
	
                                                                                                                                                                                                                        Section
      10.1

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Survival
      of Indemnification Rights

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        68

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      10.2

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Indemnification
      Obligations

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        68

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      10.3

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Indemnification
      Procedure

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        70

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      10.4

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Calculation
      of Indemnity Payments

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        71

                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                        Section
      10.5

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        Relation
      of Indemnity to Post-Closing Payments and Escrow Fund

                                                                                                                                                                                                                      	
                                                                                                                                                                                                                        72

                                                                                                                                                                                                                      


                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

       

       

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                
                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      
                                                                                                                                                                                                                        
                                                                                                                                                                                                                          
                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                        Section
      10.6

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Indemnification
      Amounts

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        72

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      10.7

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Exclusive
      Remedy

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        73

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      10.8

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Authorization
      of the Selling Parties’ Representative

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        73

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      10.9

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Compensation;
      Exculpation

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        75

                                                                                                                                                                                                                                                      
	 	 	 
	
                                                                                                                                                                                                                                                        ARTICLE
      XI  MISCELLANEOUS PROVISIONS

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        76

                                                                                                                                                                                                                                                      
	 	 
	
                                                                                                                                                                                                                                                        Section
      11.1

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Notices

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        76

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.2

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Expenses

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        77

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.3

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Successors
      and Assigns

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        77

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.4

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Extension;
      Waiver

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        78

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.5

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Entire
      Agreement

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        78

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.6

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Amendments,
      Supplements, Etc

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        78

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.7

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Applicable
      Law; Waiver of Jury Trial

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        78

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.8

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Execution
      in Counterparts

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        79

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.9

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Invalid
      Provisions

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        79

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.10

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Publicity

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        79

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.11

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        Specific
      Performance; Equitable Remedies

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        80

                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                        Section
      11.12

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        SELLING
      PARTY RELEASE

                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                        80

                                                                                                                                                                                                                                                      


                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            

                                                                                                                                                                                                                          

                                                                                                                                                                                                                        

                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                                                                                                                

                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    Exhibits

     

    
      	
              Exhibit
      A – Stockholder Ownership of Company Common Stock and Holder Interests in
      Holdings

            	
              A-1

            
	
              Exhibit
      B – Forms of Employment Agreements and Non-Competition
      Agreements

            	
              B-1

            
	
              Exhibit
      C – Employees of Gleacher Partners Inc.

            	
              C-1

            
	
              Exhibit
      D – Form of Non-Competition Agreement

            	
              D-1

            
	
              Exhibit
      E – Form of Registration Rights Agreement

            	
              E-1

            
	
              Exhibit
      F – Form of Trademark Agreement

            	
              F-1

            
	
              Exhibit
      G – Form of Escrow Agreement

            	
              G-1

            


    

     

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
 

    AGREEMENT AND PLAN OF
MERGER

     

    This
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made
and entered into as of March 2, 2009 by and among Broadpoint Securities
Group, Inc., a New York corporation (“Parent”), Magnolia
Advisory LLC, a Delaware limited liability company (“Merger Sub” and
together with Parent, the “Buying Parties”),
Gleacher Partners Inc., a Delaware corporation (the “Company”), certain
stockholders (the “Signing
Stockholders”) of the Company signatory hereto, and each of the holders
of interests in Gleacher Holdings LLC, a Delaware limited liability company
(“Holdings”),
signatory hereto (each such holder, other than the Company, a “Holder”, and
collectively the “Holders”, and
together with the Signing Stockholders, the “Selling
Parties”).

     

    RECITALS

     

    WHEREAS,
(a) the stockholders of the Company (each, a “Stockholder” and
collectively the “Stockholders”) own
all of the issued and outstanding shares of common stock (the “Company Shares”), par
value $.01 per share of the Company (“Company Common
Stock”), as set forth in Exhibit A
hereto, and (b) the Holders own all the issued and outstanding membership
interests in Holdings that are not owned by the Company (the “Interests”), in each
case as set forth in Exhibit A
hereto;

     

    WHEREAS
each of the respective Boards of Directors of Parent and the Company, and
Parent, as sole member of Merger Sub, have approved the merger (the “Merger”) of the
Company with and into Merger Sub on the terms and subject to the conditions set
forth in this Agreement, whereby each issued and outstanding share of Company
Common Stock shall be converted into the right to receive shares of common
stock, par value $.01 per share, of Parent (“Parent Common Stock”)
or cash, or a combination thereof, as provided in Section 2.7(c)
hereof;

     

    WHEREAS,
for U.S. federal income tax purposes it is intended that (i) the Merger
will be treated as a “reorganization” within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the “Code”);
(ii) this Agreement shall be, and hereby is, adopted as a “plan of
reorganization” for purposes of Sections 354 and 361 of the Code; and
(iii) Parent and the Company will each be a party to a reorganization
within the meaning of Section 368 of the Code;

     

    WHEREAS,
concurrently with the execution of this Agreement, each of Eric Gleacher,
Jeffrey Tepper and Kenneth Ryan (collectively, the “Principal
Stockholders”) are entering into an Employment Agreement and a
Non-Competition and Non-Solicitation Agreement, each in the form attached hereto
as Exhibit B
(collectively, the “Employment and
Non-Competition Agreements”);

     

    WHEREAS,
concurrently with the execution of this Agreement, each of the employees of the
Company set forth on Exhibit C hereto
is entering into a Non-Competition Agreement in the form set forth in Exhibit D (the
“Non-Competition
Agreements”);

     

    WHEREAS,
concurrently with the execution of this Agreement, MatlinPatterson FA
Acquisition LLC (the “Parent Principal
Stockholder”) is executing a written consent (the 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Stockholders
Consent”) approving (i) an amendment, to become effective at the
time of Closing (as defined below), to the Amended and Restated Certificate of
Incorporation of Parent (as amended to the date hereof, the “Parent Charter”) to
increase the number of authorized shares of Parent Common Stock and to change
the name of Parent to Broadpoint Gleacher Securities Group, Inc. (the “Charter Amendment”)
and (ii) the issuance of Parent Common Stock pursuant to the Merger (the
“Share
Issuance”) as required by the rules of the NASDAQ Global
Market;

     

    WHEREAS,
it is contemplated that, after the Closing (as defined below), the employees and
assets of the Company and its Subsidiaries will be transferred to Broadpoint
Capital, Inc., and Broadpoint Capital, Inc. will be renamed Broadpoint Gleacher
Capital, Inc.; and

     

    WHEREAS,
Parent, Merger Sub, the Company and the Selling Parties desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger.

     

    NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements herein contained, the parties hereto agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS
AND DEFINED TERMS

     

    Section
1.1 Definitions and Defined
Terms.

     

    (a)           Unless
the context otherwise requires or as otherwise defined herein, capitalized terms
used in this Agreement shall have the meanings set forth below:

     

    “Accounts Receivable”
shall mean:  (i) all trade accounts receivable and other rights
to payment from customers of the business of the Company and its Subsidiaries
and the full benefit of all security for such accounts or rights to payment,
including all trade accounts receivable representing amounts receivable in
respect of goods shipped or products sold or services rendered to customers of
the Company or its Subsidiaries; (ii) all other accounts or notes
receivable of the Company and its Subsidiaries and the full benefit of all
security for such accounts or notes; and (iii) any claim, remedy or other
right related to any of the foregoing.

     

    “Affiliate” shall mean
with respect to any Person, any other Person who, directly or indirectly,
controls, is controlled by or is under common control with that
Person.  For purposes of this definition, a Person has control of
another Person if it has the direct or indirect ability or power to direct or
cause the direction of management policies of such other Person or otherwise
direct the affairs of such other Person, whether through ownership of more than
fifty percent (50%) of the voting securities of such other Person, by Contract
or otherwise.

     

    “Alternative Proposal”
shall mean any inquiry or proposal relating to a sale of stock, merger,
consolidation, share exchange, business combination, partnership, joint venture,
disposition of assets (or any interest therein) or other similar transaction
involving the Stockholders or the Company or its Subsidiaries.

     

    “Ancillary Agreements”
shall mean the Employment and Non-Competition Agreements, the Non-Competition
Agreements, the Registration Rights Agreement, the Escrow Agreement


     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

     

    and the
Trademark Agreement, provided, that, solely for
purposes of Article
X (Indemnification) the term “Ancillary Agreements” shall not include the
Employment and Non-Competition Agreements and the Non-Competition
Agreements.

     

    “Business Day” shall
mean a day other than a Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required by law to close.

     

    “Company Charter
Documents” shall mean the organizational documents including, as
applicable, the certificate of incorporation or formation, the by-laws or the
limited liability company agreement of each of the Company and its
Subsidiaries.

     

    “Company Intellectual
Property” shall mean all Intellectual Property that is owned or held by
or on behalf of the Company or its Subsidiaries or that is being used by or in
the Company business as it is currently conducted by the Company and its
Subsidiaries.

     

    “Consent” shall mean
any consent, approval, waiver or authorization of, notice to, permit, or
designation, registration, declaration or filing with, any Person.

     

    “Contract” shall mean,
whether written or oral, any note, bond, mortgage, indenture, contract,
agreement, permit, license, lease, purchase order, sales order, arrangement or
other commitment, obligation or understanding (including, without limitation,
any understanding with respect to pricing) to which a Person is a party or by
which a Person or its assets or properties are bound.

     

    “Debt” shall mean any
credit facilities, notes, trade liabilities, other indebtedness (excluding,
however, capital leases other than currently due payments of arrearages) and
deferred compensation arrangements of the Company and its
Subsidiaries.

     

    “Disclosure Schedule”
shall mean the disclosure schedule delivered by the Selling Parties to Parent or
by Parent to the Selling Parties’ Representative, as the case may be,
concurrently with the execution of this Agreement.

     

    “Employee Stock Incentive
Plans” means Parent’s:  (i) 1989 Stock Incentive Plan,
(ii) 1999 Long-Term Incentive Plan (Amended and Restated Through
April 27, 2004, as amended), (iii) 2001 Long-Term Incentive Plan, as
amended, (iv) Restricted Stock Inducement Plan for Descap Employees, as
amended, (v) 2003 Directors’ Stock Plan, as amended, (vi) 2007
Incentive Compensation Plan and (vii) any amendments, replacements or new
plans, in each case, approved by the Parent Board or any duly authorized
committee thereof, including, without limitation, any employee stock purchase
plans; provided
that, all
shares of Parent Common Stock (or options, warrants or other rights to purchase
such shares of Common Stock) issued pursuant to such amendments, replacements or
new plans are either exempt from, or issued in compliance with the requirements
of Section 409A of the Code and the guidance thereunder.

     

    “Employee Stock
Options” means any stock options granted pursuant to any Employee Stock
Incentive Plan.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    “Environmental Law”
shall mean any Law relating to the environment, natural resources, or safety or
health of humans or other living organisms, including the manufacture,
distribution in commerce and use or Release of any Hazardous
Substance.

     

    “Exchange Act” shall
mean the Securities Exchange Act of 1934 and the rules and regulations of the
SEC thereunder.

     

    “FINRA” shall mean the
Financial Industry Regulatory Authority, Inc.

     

    “GAAP” shall mean
United States generally accepted accounting principles.

     

    “Governmental
Authority” shall mean any federal, state, local or foreign government or
any subdivision, agency, instrumentality, authority (including any regulatory,
administrative, and self-regulatory authority), department, commission, board or
bureau thereof or any federal, state, local or foreign court, arbitrator or
tribunal.

     

    “Hazardous Substance”
shall mean any pollutant, contaminant, hazardous substance, hazardous waste,
medical waste, special waste, toxic substance, petroleum or petroleum-derived
substance, waste or additive, asbestos, PCBs, radioactive material, or other
compound, element, material or substance in any form whatsoever (including
products) regulated, restricted or addressed by or under any applicable
Environmental Law.

     

    “Intellectual
Property” shall mean:  (i) all inventions (whether
patentable or unpatentable and whether or not reduced to practice), all
improvements thereon, and all patents, patent applications and patent
disclosures, together with all reissues, continuations, continuations-in-part,
divisions, reissues, extensions and re-examinations thereof; (ii) all
trademarks whether registered or unregistered, service marks, domain names,
corporate names and all combinations thereof, and all applications,
registrations and renewals in connection therewith, including all goodwill
associated therewith; (iii) all copyrights whether registered or
unregistered, and all applications, registrations and renewals in connection
therewith; (iv) all Trade Secrets; (v) all Software; (vi) all
datasets, databases and related documentation; and (vii) all other
intellectual property and proprietary rights.

     

    “Interests Purchase
Consideration” shall mean the amount of cash and Parent Common Stock
payable to each Holder in connection with the Interests Purchase as set forth in
Exhibit A.

     

    “IRS” shall mean the
United States Internal Revenue Service.

     

    “Knowledge of the Buying
Parties” and “Knowledge of Parent”,
including other similar phrases or uses, shall each mean the actual knowledge,
after reasonable inquiry, of the individuals set forth on Section 1.1(a)
of the Disclosure Schedule delivered by the Buying Parties.  An
individual’s inclusion on such schedule shall not imply any personal liability
on the part of such individual.

     

    “Knowledge of the
Company”, including other similar phrases or uses, shall mean the actual
knowledge, after reasonable inquiry, of the individuals set forth on Section 1.1(a)
of the Disclosure Schedule delivered by the Selling Parties.  An
individual’s inclusion on such schedule

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

     

    shall not
imply any personal liability on the part of such individual other than such
liability as such individual may already have as specifically provided in this
Agreement.

     

    “Knowledge of the Selling
Parties”, including other similar phrases or uses, shall mean the actual
knowledge of the Selling Parties.

     

    “Laws” shall mean all
federal, state, local or foreign laws, judgments, orders, writs, injunctions,
decrees, ordinances, awards, stipulations, treaties, statutes, judicial or
administrative doctrines, rules or regulations enacted, promulgated, issued or
entered by a Governmental Authority or any legally binding agreement with a
Governmental Authority.

     

    “Liens” shall mean all
title defects or objections, mortgages, liens, claims, charges, pledges or other
encumbrances of any nature whatsoever, including, without limitation, licenses,
leases, chattel or other mortgages, collateral security arrangements, pledges,
title imperfections, defect or objection liens, liens for Taxes, security
interests, conditional and installment sales agreements, easements,
encroachments or restrictions, of any kind and other title or interest retention
arrangements, reservations or limitations of any nature.

     

    “Losses” shall mean
all losses, liabilities, demands, claims, actions or causes of action, costs,
damages, judgments, debts, settlements, assessments, deficiencies, Taxes,
penalties, fines or expenses, and any diminution in value of the Company and its
Subsidiaries, whether or not arising out of any claims by or on behalf of a
third party, including, without limitation, interest, penalties, reasonable
attorneys’ fees and expenses and all reasonable amounts paid in investigation,
defense or settlement of any of the foregoing, in all cases other than exemplary
damages or punitive damages (except to the extent included as part of any award
against any of the Indemnified Parties in a claim made or brought by an
unaffiliated third party).

     

    “Mast Preferred Stock
Purchase Agreement” shall mean that certain Preferred Stock Purchase
Agreement dated June 27, 2008, between Broadpoint Securities Group, Inc.
and Mast Credit Opportunities I Master Fund Limited.

     

    “Material Adverse
Effect” shall mean, with respect to Parent or the Company, as the case
may be, a material adverse effect on (i) the financial condition, results
of operations or business of such party and its Subsidiaries, taken as a whole,
or (ii) the timely consummation of the Transactions, other than, in the
case of clause (i), any change, effect, event, circumstance, occurrence or
state of facts relating to (A) the U.S. or global economy or the financial,
debt, credit or securities markets in general, including changes in interest or
exchange rates, (B) the industry in which such party and its Subsidiaries
operate in general, (C) acts of war, outbreak of hostilities, sabotage or
terrorist attacks, or the escalation or worsening of any such acts of war,
sabotage or terrorism, (D) the announcement of this Agreement or the
Transactions, including the impact thereof on relationships, contractual or
otherwise with customers, suppliers, lenders, investors, partners or employees,
(E) changes in applicable laws or regulations after the date hereof,
(F) changes or proposed changes in GAAP or regulatory accounting principles
after the date hereof, (G) earthquakes, hurricanes or other natural
disasters, (H) in the case of Parent, declines in the trading prices of
Parent Common Stock, in and of itself, but not including the underlying causes
thereof, or (I) those resulting from actions or omissions of such party or
any of its Subsidiaries which the other party has requested in writing that are
not otherwise required by

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

     

    this
Agreement (except, in the cases of (A), (B), (C), (E), (F) and (G), to the
extent such party and its Subsidiaries are disproportionately adversely affected
relative to other companies in its industry).

     

    “Net Tangible Book
Value” shall mean total consolidated assets, minus consolidated
intangible assets, and minus consolidated liabilities.

     

    “Outstanding Claim”
shall mean any good faith claim for indemnification that is the subject of a
Claims Notice that at any time in question is (i) not resolved or disposed
of pursuant to this Agreement or (ii) not determined by a court of
competent jurisdiction, such determination not being appealable, to be not
payable to the Indemnified Party.

     

    “Owned Company Intellectual
Property” shall mean all Company Intellectual Property that is owned or
purported to be owned by the Company or any of its Subsidiaries.

     

    “Ownership Percentage”
shall mean the percentage set forth across from such Stockholder’s (or Holder’s)
name on Exhibit A.  To
the extent the Selling Parties are required to make any payment hereunder in
proportion to their Ownership Percentages, for purposes of such payments the
Ownership Percentages shall be deemed proportionately increased to cover the
Ownership Percentages of the Stockholders that are not Signing
Stockholders.

     

    “Permits” shall mean
all permits, licenses, approvals, franchises, registrations, accreditations and
written authorizations issued by any Governmental Authority that are used or
held for use in, necessary or otherwise relate to the ownership, operation or
other use of any of a party’s or any of its Subsidiaries’ business.

     

    “Permitted Liens”
shall mean (i) mechanics’, carriers’, workmen’s, repairmen’s or other like
Liens arising or incurred in the ordinary course of business for amounts which
are not material and not yet due and payable and which secure an obligation of
the Company, (ii) Liens arising under Contracts with third parties entered
into in the ordinary course of business in respect of amounts still owing, which
Liens are disclosed in the Financial Statements, (iii) Liens for Taxes not
yet due and payable or delinquent and for which there are adequate reserves in
the Financial Statements, (iv) any other Liens disclosed in the Financial
Statements, and (v) such easements, rights of way, imperfections or
irregularities of title, or such other Liens as do not materially affect the use
of the properties or assets subject thereto or affected thereby or otherwise
materially impair business operations at such properties.

     

    “Person” shall mean
any individual, partnership, limited liability company, association, joint
venture, corporation, trust, unincorporated organization, Governmental Authority
or other entity.

     

    “Personal Information”
shall mean any personally identifying information (including name, address,
telephone number, email address, account and/or policy information) of any
Person and any and all other “nonpublic personal information” (as such term is
defined in the Gramm-Leach-Bliley Act of 1999 and implementing regulations, both
as may be amended from time to time).

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

     

    “Pre-Closing Tax
Period” shall mean any Tax period ending on or before the Closing Date
and, with respect to any Straddle Period, the portion of such Straddle Period
ending on the Closing Date.

     

    “Release” shall mean
any release, pumping, pouring, emptying, injecting, escaping, leaching,
migrating, dumping, seepage, spill, leak, flow, discharge, disposal or
emission.

     

    “Registration Rights
Agreement” shall mean a Registration Rights Agreement in the form of
Exhibit E
hereto.

     

    “Rights Agreement”
means the Rights Agreement dated as of March 30, 1998 between Parent and
American Stock Transfer & Trust Company, as Rights Agent, as
amended.

     

    “RSU” means a unit
representing a right to purchase Restricted Stock that is subject to an RSU
Award.

     

    “RSU Award” means an
award granted under an Employee Stock Incentive Plan in the form of
RSUs.

     

    “SEC” shall mean the
United States Securities and Exchange Commission.

     

    “Securities Act” shall
mean the Securities Act of 1933, as amended.

     

    “Selling Parties’
Representative” shall mean Eric Gleacher.

     

    “Software” shall mean
all computer software programs and related documentation and materials
(including Internet Web sites and Intranet sites), including, but not limited to
programs, tools, operating system programs, application software, system
software, firmware and middleware, including the source and object code versions
thereof, in any and all forms and media, and all documentation, user manuals,
training materials and development materials related to the
foregoing.

     

    “Straddle Period”
shall mean any taxable period beginning on or prior to the Closing Date and
ending after the Closing Date.

     

    “Subsidiary” and
“Subsidiaries”
shall mean, with respect to any Person, any other Person in which such Person
(i) owns, directly or indirectly, fifty percent (50%) or more of the
outstanding voting securities, equity securities, profits interest or capital
interest, (ii) is entitled to elect at least a majority of the board of
directors or similar governing body or (iii) in the case of a limited
partnership or limited liability company, is a general partner or managing
member, respectively.

     

    “Tax Return” shall
mean any report, return, election, notice, estimate, declaration, information
statement, claim for refund, amendment or other form or document (including all
schedules, exhibits and other attachments thereto) relating to and filed or
required to be filed with a Taxing Authority in connection with any
Tax.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

     

    “Taxes” shall mean any
and all federal, national, provincial, state, local and foreign taxes,
assessments and other governmental charges, duties, impositions, levies and
liabilities (including taxes based upon or measured by gross receipts, income,
profits, sales, use and occupation, and value added, ad valorem, transfer,
gains, franchise, estimated, withholding, payroll, recapture, employment,
excise, unemployment, insurance, social security, business license, occupation,
business organization, stamp, environmental and property taxes), together with
all interest, penalties and additions imposed with respect to such
amounts.

     

    “Taxing Authority”
shall mean any federal, national, provincial, foreign, state or local
government, or any subdivision, agency, commission or authority thereof
exercising Tax regulatory, enforcement, collection or other
authority.

     

    “Trade Secrets” shall
mean any and all trade secrets, including any non-public and confidential
information, technology, information, know-how, proprietary processes, formulae,
algorithms, models or methodologies constituting trade secrets, customer lists,
and all rights in and to the same.

     

    “Trademark Agreement”
shall mean a Trademark Agreement in the form of Exhibit F
hereto.

     

    “Transfer” shall mean
any transfer, sale, gift, assignment, distribution, conveyance, pledge,
hypothecation, encumbrance or other voluntary or involuntary transfer of title
or beneficial interest, whether or not for value, including, without limitation,
any disposition by operation of Law or any grant of a derivative or economic
interest therein.

     

    “Transfer
Restrictions” shall mean, with regard to any share or shares of Parent
Common Stock, that such share or shares may not be Transferred to any Person
under any circumstances except, (1) with the written consent of Parent (it
being understood that Parent shall not unreasonably withhold its consent to any
Transfer made for purposes of estate administration or tax planning to the
spouse, children or grandchildren of the applicable Selling Party, or a trust
for the benefit of any such person), (2) pursuant to a tender or exchange
offer within the meaning of the Exchange Act for any or all of the Parent Common
Stock, (3) in connection with any plan of reorganization, restructuring,
bankruptcy, insolvency, merger or consolidation, reclassification,
recapitalization, or, in each case, similar corporate event of Parent, or
(4) through an involuntary transfer pursuant to operation of Law, including
pursuant to the laws of descent and distribution following the death of such
Selling Party or any permitted transferee.

     

    “Treasury Regulations”
shall mean the regulations, including temporary regulations, promulgated under
the Code, as the same may be amended hereafter from time to time (including
corresponding provisions of succeeding regulations).

     

    Each of
the following terms is defined in the Section set forth opposite such
term:

     

    
      	
              
                Term

              

            	
              
                Section

              

            
	
              Actual
      Net Tangible Book Value

            	
              Section
      2.10(a)

            
	
              Affected
      Employee

            	
              Section
      7.10(a)

            
	
              Agreement

            	
              Preamble

            


    

    


     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	
                
                  Term

                

              	
                
                  Section

                

              
	
                Alternative
      Structure

              	
                Section
      2.11

              
	
                Audited
      Financial Statements

              	
                Section
      4.10(a)

              
	
                Balance
      Sheet Date

              	
                Section
      4.10(a)

              
	
                Benefit
      Plan

              	
                Section
      4.22(a)

              
	
                Benefits
      Continuation Period

              	
                Section
      7.10(a)

              
	
                Broadpoint
      Capital FINRA Notice

              	
                Section
      7.4(b)

              
	
                Buying
      Parties

              	
                Preamble

              
	
                Certificate
      of Merger

              	
                Section
      2.2

              
	
                Charter
      Amendment

              	
                Recitals

              
	
                Claims
      Notice

              	
                Section
      10.1(a)

              
	
                Closing

              	
                Section
      3.1

              
	
                Closing
      Date

              	
                Section
      3.1

              
	
                Closing
      Date Balance Sheet

              	
                Section
      2.10(b)

              
	
                Code

              	
                Recitals

              
	
                Company

              	
                Preamble

              
	
                Company
      Board

              	
                Section
      3.2(a)

              
	
                Company
      Common Stock

              	
                Recitals

              
	
                Company
      Contracts

              	
                Section
      4.15(a)

              
	
                Company
      IT Systems

              	
                Section
      4.26(a)

              
	
                Company
      Leases

              	
                Section
      4.20(b)

              
	
                Company
      Shares

              	
                Recitals

              
	
                Company
      Tax Returns

              	
                Section
      4.24(a)

              
	
                Confidential
      Information

              	
                Section
      7.7

              
	
                Confidentiality
      Agreement

              	
                Section
      7.2

              
	
                Deductible

              	
                Section
      10.6(a)

              
	
                DGCL

              	
                Section
      2.1

              
	
                Dispute
      Notice

              	
                Section
      2.10(c)

              
	
                DLLCA

              	
                Section
      2.1

              
	
                DOJ

              	
                Section
      7.4(b)

              
	
                Effective
      Time

              	
                Section
      2.2

              
	
                Employment
      and Non-Competition Agreements

              	
                Recitals

              
	
                ERISA

              	
                Section
      4.22(a)

              
	
                ERISA
      Affiliate

              	
                Section
      4.22(d)

              
	
                Escrow
      Agent

              	
                Section
      2.9

              
	
                Escrow
      Agreement

              	
                Section
      2.9

              
	
                Escrow
      Fund

              	
                Section
      2.9

              
	
                Escrowed
      Shares

              	
                Section
      2.9

              
	
                Financial
      Statements

              	
                Section
      4.10(a)

              
	
                FINRA
      Notice

              	
                Section
      7.4(b)

              
	
                FTC

              	
                Section
      7.4(b)

              
	
                Holder(s)

              	
                Preamble

              
	
                Holdings

              	
                Preamble

              
	
                HSR
      Act

              	
                Section
      4.3

              
	
                Indemnification
      Cap

              	
                Section
      10.6(a)

              
	
                Indemnified
      Parties

              	
                Section
      10.3(a)

              


      

      
 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

       

    

    
      
        	
                
                  Term

                

              	
                
                  Section

                

              
	
                Indemnifying
      Party

              	
                Section
      10.3(a)

              
	
                Information
      Statement

              	
                Section
      7.5(a)

              
	
                Intended
      Tax Treatment

              	
                Section
      7.9(g)

              
	
                Interests

              	
                Recitals

              
	
                Interests
      Purchase

              	
                Section
      2.8(e)

              
	
                Merger

              	
                Recitals

              
	
                Merger
      Consideration

              	
                Section
      2.7(c)

              
	
                Merger
      Corp

              	
                Section
      2.11

              
	
                Merger
      Sub

              	
                Preamble

              
	
                Most
      Recent Financial Statements

              	
                Section
      4.10(a)

              
	
                New
      Plans

              	
                Section
      7.10(b)

              
	
                Non-Competition
      Agreements

              	
                Recitals

              
	
                Old
      Plans

              	
                Section
      7.10(b)

              
	
                Options

              	
                Section
      4.5(c)

              
	
                Orders

              	
                Section
      4.8

              
	
                Parent

              	
                Preamble

              
	
                Parent
      Board

              	
                Section
      3.4(c)

              
	
                Parent
      Charter

              	
                Recitals

              
	
                Parent
      Common Stock

              	
                Recitals

              
	
                Parent
      Indemnified Parties

              	
                Section
      10.2(a)

              
	
                Parent
      Principal Stockholder

              	
                Recitals

              
	
                Parent
      SEC Reports

              	
                Section
      6.7(a)

              
	
                Partners

              	
                Section
      4.5(b)

              
	
                Partners
      FINRA Notice

              	
                Section
      7.4(b)

              
	
                Pension
      Plan

              	
                Section
      4.22(a)

              
	
                Permitted
      Holders

              	
                Section
      7.16

              
	
                Personnel

              	
                Section
      4.13

              
	
                Principal
      Stockholders

              	
                Recitals

              
	
                Proceedings

              	
                Section
      4.8

              
	
                Prohibited
      Transaction

              	
                Section
      5.8

              
	
                Related
      Party

              	
                Section
      4.14

              
	
                Released
      Matter(s)

              	
                Section
      11.12

              
	
                Released
      Party

              	
                Section
      11.12

              
	
                Representatives

              	
                Section
      7.1

              
	
                Reviewing
      Accountants

              	
                Section
      2.10(c)

              
	
                Selling
      Party(ies)

              	
                Preamble

              
	
                Selling
      Parties Indemnified Parties

              	
                Section
      10.2(b)

              
	
                Share
      Issuance

              	
                Recitals

              
	
                Signing
      Stockholders

              	
                Preamble

              
	
                Standstill
      Period

              	
                Section
      7.16

              
	
                Stockholder(s)

              	
                Recitals

              
	
                Stockholders
      Consent

              	
                Recitals

              
	
                Surviving
      Company

              	
                Section
      2.1

              
	
                Target
      Amount

              	
                Section
      2.10(a)

              
	
                Transactions

              	
                Section
      2.1

              


      

      
 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

     

    
       

      
        	
                
                  Term

                

              	
                
                  Section

                

              
	
                Voting
      Company Debt

              	
                Section
      4.5(c)

              
	
                Welfare
      Plan

              	
                Section
      4.22(a)

              


      

      
 

    

    Section
1.2 Rules of
Construction.

     

    (a) All
article, section, schedule and exhibit references used in this Agreement are to
articles, sections, schedules and exhibits to this Agreement unless otherwise
specified.  The schedules and exhibits attached to this Agreement
constitute a part of this Agreement and are incorporated herein for all
purposes.

     

    (b) If a term
is defined as one part of speech (such as a noun), it shall have a corresponding
meaning when used as another part of speech (such as a verb).  Terms
defined in the singular have the corresponding meanings in the plural, and vice
versa.  Unless the context of this Agreement clearly requires
otherwise, words importing the masculine gender shall include the feminine and
neutral genders and vice versa.  The term “includes” or “including”
shall mean “including without limitation.”  The words “hereof,”
“hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any
particular section or article in which such words appear unless otherwise
specified.  The phrase “the date of this Agreement,” “date hereof” and
terms of similar import, unless the context otherwise requires, shall be deemed
to refer to the date set forth in the preamble of this Agreement.

     

    (c) Whenever
this Agreement refers to a number of days, such number shall refer to calendar
days unless Business Days are specified.  Whenever any action must be
taken hereunder on or by a day that is not a Business Day, then such action may
be validly taken on or by the next day that is a Business Day.

     

    (d) The
parties hereto acknowledge that each party hereto has reviewed, and has had an
opportunity to have its attorney review, this Agreement and that any rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party, or any similar rule operating against the drafter of an
agreement, shall not be applicable to the construction or interpretation of this
Agreement.  Any controversy over construction of this Agreement shall
be decided without regard to events of authorship or negotiation.

     

    (e) Titles
and headings to sections herein are inserted for convenience of reference only,
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.

     

    (f) All
references to currency herein shall be to, and all payments required hereunder
shall be paid in United States dollars.

     

    (g) Any
disclosure set forth in any section of the Disclosure Schedules shall be deemed
set forth for purposes of any other section of the Disclosure Schedules to which
such disclosure is relevant, to the extent and only to the extent that there is
an express cross reference to such disclosure in such other
section.

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

    (h) All
accounting terms used herein and not expressly defined herein shall have the
meanings given to them under GAAP.

     

    ARTICLE
II

     

    THE
MERGER

     

    Section
2.1 The
Merger.  On the terms and subject to the conditions set forth
in this Agreement, and in accordance with the Delaware General Corporation Law
(the “DGCL”)
and the Delaware Limited Liability Company Act (the “DLLCA”), the Company
shall be merged with and into Merger Sub at the Effective Time (as defined
below).  At the Effective Time, the separate corporate existence of
the Company shall cease and Merger Sub shall continue as the surviving company
(the “Surviving
Company”).  The Merger, the Share Issuance, the payment by
Parent of cash in connection with the Merger and the other transactions
contemplated by this Agreement are referred to collectively as the “Transactions”.

     

    Section
2.2 Effective
Time.  On the Closing Date (as defined below), Parent shall
file with the Secretary of State of the State of Delaware a certificate of
merger or other appropriate documents (in any such case, the “Certificate of
Merger”) executed in accordance with the relevant provisions of the DGCL
and the DLLCA and shall make all other filings or recordings required under the
DGCL and the DLLCA.  The Merger shall become effective at such time as
the Certificate of Merger is duly filed with such Secretary of State, or at such
other time as Parent and the Company shall agree and specify in the Certificate
of Merger (the time the Merger becomes effective being the “Effective
Time”).

     

    Section
2.3 Effects.  The
Merger shall have the effects set forth in Section 18-209 of the
DLLCA.

     

    Section
2.4 Certificate of Formation and
Limited Liability Company Agreement.

     

    (a) The
Certificate of Formation of the Surviving Company shall be the Certificate of
Formation of Merger Sub.

     

    (b) The
limited liability company agreement of the Surviving Company shall be the
limited liability company agreement of Merger Sub.

     

    Section
2.5 Managers.  The
managers of Merger Sub immediately prior to the Effective Time shall be the
managers of the Surviving Company, until the earlier of their resignation or
removal or until their respective successors are duly elected or appointed and
qualified, as the case may be.

     

    Section
2.6 Officers.  The
officers of Merger Sub immediately prior to the Effective Time shall be the
officers of the Surviving Company, until the earlier of their resignation or
removal or until their successors are duly elected or appointed and qualified,
as the case may be.

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

     

    Section
2.7 Effect on Limited Liability
Company Interests and Company Common Stock.  At the Effective
Time, by virtue of the Merger and without any action on the part of any
Stockholder or the holder of any limited liability company interests of Merger
Sub:

     

    (a) Each
issued and outstanding limited liability company interest of Merger Sub shall
remain outstanding.

     

    (b) Subject
to Section 2.8(c)
and 2.10, all
the issued Company Shares shall be converted into the right to receive in the
aggregate:  (i) at the Closing, 23,000,000 shares of Parent
Common Stock reduced by the number of shares of Parent Common Stock included in
the Interests Purchase Consideration; (ii) at the Closing, $10 million
in cash reduced by 50% of the cash included in the Interests Purchase
Consideration; and (iii) on the day that is five years following the
Closing Date, $10 million in cash reduced by 50% of the cash included in
the Interests Purchase Consideration, subject to earlier payment to a
Stockholder as specified on Schedule I
attached hereto, in each case allocated to the Stockholders in accordance with
Exhibit A.

     

    (c) The
shares of Parent Common Stock to be issued and the cash to be payable upon the
conversion of Company Shares pursuant to Section 2.7(b)
and 2.8(c) are
referred to collectively as the “Merger
Consideration”.  As of the Effective Time, all such Company
Shares (whether physically certificated or uncertificated) shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each Stockholder shall cease to have any rights with respect thereto,
except the right to receive the Merger Consideration, without
interest.

     

    Section
2.8 Exchange of Company Common
Stock and Purchase of Interests.

     

    (a) At the
Closing, subject to Section 2.9,
Parent shall (i) pay the amount of cash to which the Stockholders are
entitled to receive on the Closing Date in accordance with Section 2.7 by
either (x) one or more bank checks made to the order of the parties
designated by the Selling Parties’ Representative in writing no later than two
(2) Business Days prior to the Closing delivered to the Selling Parties’
Representative or (y) wire transfer to one or more accounts designated by
the Selling Parties’ Representative in writing no later than two
(2) Business Days prior to the Closing, and (ii) deliver to the
Selling Parties’ Representative certificates representing the number of whole
shares of Parent Common Stock into which each Stockholder’s Company Shares shall
have been converted in accordance with Section 2.7.  With
respect to any payment required to be made hereunder after the Closing, on the
applicable payment date Parent shall pay by wire transfer to one or more
accounts designated by the Selling Parties’ Representative in writing no later
than five (5) Business Days prior to such date or by check payable to the
Stockholder entitled thereto and delivered by reputable courier to any address
designated by such Stockholder in writing no less than five (5) Business
Days prior to such anniversary (or, if no such address is so designated, to the
address reflected in the Company’s books and records) the amount of cash to
which the Stockholder(s) are entitled to receive on such date in accordance with
Section 2.7.

     

    (b) The
Merger Consideration issued and paid in accordance with the terms of this Article II upon
conversion of any Company Shares shall be deemed to have been issued and


     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

     

    paid in
full satisfaction of all rights pertaining to such Company Shares, and after the
Effective Time, there shall be no further registration of transfers on the
transfer books of the Company of Company Shares that were outstanding prior to
the Effective Time.

     

    (c) No
certificate or scrip representing fractional shares of Parent Common Stock shall
be issued upon the conversion of Company Common Stock.  For purposes
of this paragraph (c), all fractional shares to which a single record holder
would be entitled shall be aggregated.  In lieu of any such fractional
shares, each Stockholder who would otherwise be entitled to such fractional
shares shall be entitled to an amount in cash, without interest, rounded to the
nearest cent, equal to the product of (A) the amount of the fractional
share interest in a share of Parent Common Stock to which such holder is
entitled and (B) the last closing price per share of Parent Common Stock
prior to the date on which the payment became due.

     

    (d) All cash
to be paid or shares to be delivered hereunder as part of the Merger
Consideration, including shares to be delivered to the Escrow Agent (as defined
below) pursuant to Section 2.9 and
any shares to be delivered to the Stockholders by the Escrow Agent pursuant to
Section 10.5,
shall be allocated among and paid to the Stockholders as set forth on Exhibit
A.

     

    (e) Subject
to Section 2.9,
immediately prior to the Effective Time, Merger Sub shall purchase (and Parent
shall cause Merger Sub to purchase) (the “Interests Purchase”)
from the Holders set forth on Exhibit A, and
each such Holder shall sell, convey, transfer, assign and deliver, and cause to
be sold, conveyed, transferred, assigned and delivered to Merger Sub, on the
Closing Date and upon the Closing, the Interests set forth on Exhibit A
opposite such Holder’s name, free and clear of any Liens, and Merger Sub shall
pay (and Parent shall cause Merger Sub to pay) to each Holder the Interests
Purchase Consideration.  Parent shall (i) pay the cash portion of
the Interests Purchase Consideration to which the Holders set forth on Exhibit A are
entitled to receive on the Closing Date either by (x) one or more bank
checks made to the order of the parties designated by the Selling Parties’
Representative in writing no later than two (2) Business Days prior to the
Closing delivered to the Selling Parties’ Representative or (y) by wire
transfer to one or more accounts designated by the Selling Parties’
Representative in writing no later than two (2) Business Days prior to the
Closing, and (ii) deliver to the Selling Parties’ Representative
certificates representing the stock portion of the Interests Purchase
Consideration to which the Holders set forth on Exhibit A are
entitled to receive on the Closing Date.

     

    (f) Parent
shall use its reasonable best efforts to cause all of the shares of Parent
Common Stock issued in the Merger or delivered pursuant to the Interests
Purchase to be listed on the NASDAQ Global Market before the Transfer
Restrictions lapse in accordance with Section 7.13.  If
between the date of this Agreement and the Effective Time, the outstanding
shares of Parent Common stock shall have been increased, decreased, changed into
or exchanged for a different number or kind of shares or securities as a result
of a reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, or other similar change in capitalization, an
appropriate and proportionate adjustment shall be made to the Merger
Consideration and the Interests Purchase Consideration.

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

     

     

    Section
2.9 Escrow.  At
Closing, Parent, each of the Selling Parties and an escrow agent selected by
Parent and reasonably acceptable to the Selling Parties’ Representative (the
“Escrow
Agent”), shall enter into an escrow agreement substantially in the form
of Exhibit G
hereto with such changes as the Escrow Agent may reasonably request (the “Escrow
Agreement”).  The Escrow Agreement shall provide for the
creation of an escrow fund (the “Escrow Fund”) to be
held as a source of funds for any indemnification obligations of the Selling
Parties pursuant to Article X.  Upon
the Closing, Parent shall deposit into the Escrow Fund an aggregate of 2,300,000
shares of Parent Common Stock (the “Escrowed Shares”), in
lieu of delivering such shares of Parent Common Stock to the Stockholders (or
Holders) pursuant to Section 2.8(a)
and 2.8(e).

     

    Section
2.10 Post-Closing Purchase Price
Adjustment.

     

    (a) Post-Closing
Payment.  In the event that the actual Net Tangible Book Value
on the Closing Date, as determined pursuant to Section 2.10(b)
and 2.10(c)
(the “Actual Net
Tangible Book Value”), is less than $0 (the “Target Amount”), each
of the Selling Parties shall pay to Parent in cash, within three
(3) Business Days of the final determination of the Actual Net Tangible
Book Value pursuant to Section 2.10(b)
and 2.10(c),
such Selling Party’s proportionate share of the amount of such shortfall, in
accordance with such Selling Party’s Ownership Percentage as set forth on Exhibit A.  In
the event that the Actual Net Tangible Book Value is greater than the Target
Amount, Parent shall pay each Selling Party in cash, in accordance with such
Selling Party’s Ownership Percentage as set forth on Exhibit A within
three (3) Business Days of the final determination of the Actual Net
Tangible Book Value pursuant to Section 2.10(b)
and 2.10(c),
such Selling Party’s proportionate share of the amount of such excess; provided, however, that the
aggregate amount of cash paid to the Selling Parties pursuant to this Section 2.10(a),
together with the aggregate amount of any dividend or distributions of cash
permitted under Section 7.1(b)
and the fair market value of any other assets identified in Section 7.1(b)
of the Disclosure Schedule and distributed pursuant to Section 7.1(b),
shall not exceed $10 million.

     

    (b) Closing Date Balance
Sheet.  Parent, in conjunction with its independent
accountants, shall prepare and present to the Selling Parties’ Representative,
as soon as practicable after the Closing Date, but not more than sixty
(60) days after the Closing Date, a balance sheet reflecting the financial
position of the Company as of the Closing Date and setting forth Parent’s
calculation of Net Tangible Book Value as of close of business on the Closing
Date (the “Closing
Date Balance Sheet”).  All items on the Closing Date Balance
Sheet shall be determined and computed in accordance with GAAP in effect as of
the date hereof, applied in a manner consistent with the Audited Financial
Statements.  The Selling Parties’ Representative and its independent
accountants shall have the right to observe and participate in the preparation
of the Closing Date Balance Sheet and, during such sixty (60) day period,
Parent shall provide the Selling Parties’ Representative and its independent
accountants and other authorized representatives with reasonable access to the
Surviving Company’s facilities, books and records and its personnel and
accountants for the purpose of such observation or participation; provided, however, that
(i) such observation, participation and access shall not unreasonably
interfere with the business operations of Parent or its Subsidiaries;
(ii) Parent shall not be required to provide access to any information or
take any other action that would constitute a waiver of the attorney-client
privilege; and (iii) Parent need 

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

     

    
      not
supply any Person with any information which, in the reasonable judgment of
Parent, Parent is under a legal obligation not to supply; provided, however, that in the
case clause (ii) or (iii) applies, Parent shall make appropriate
substitute disclosure arrangements and, if applicable, use its reasonable best
efforts to obtain any consent required to disclose such
information.  The Selling Parties will use their reasonable best
efforts to cooperate with Parent in the preparation of the Closing Date Balance
Sheet.

    

     

    (c) Post-Closing Adjustment
Disputes.  The Closing Date Balance Sheet shall be final and
binding upon the parties unless the Selling Parties’ Representative provides
Parent with a written notice of dispute (a “Dispute Notice”) with
respect to the Closing Date Balance Sheet, identifying with specificity the
disputed calculations, not later than thirty (30) days after receipt by the
Selling Parties’ Representative of the Closing Date Balance
Sheet.  During the thirty (30) day period following the receipt
by Parent of a Dispute Notice, Parent and the Selling Parties’ Representative
shall cooperate in good faith to resolve any such dispute.  If Parent
and the Selling Parties’ Representative are unable to resolve the dispute within
such thirty (30) day period, then the parties shall submit the dispute to a
mutually acceptable independent “Big Four” accounting firm (the “Reviewing
Accountants”) for arbitration.  The parties shall use
commercially reasonable efforts to cause the Reviewing Accountants to resolve
any such dispute within thirty (30) days of submission.  The
Reviewing Accountants shall determine all amounts in dispute with respect to the
Closing Date Balance Sheet and shall determine the Actual Net Tangible Book
Value.  The decision of the Reviewing Accountants with respect to the
Actual Net Tangible Book Value shall be within the range represented by Parent
and the Selling Parties’ Representative’s respective positions.  The
Reviewing Accountant’s determination with respect to the Closing Date Balance
Sheet and Actual Net Tangible Book Value shall be final and binding on the
parties.  The fees and expenses of such Reviewing Accountants shall be
borne by Parent, on the one hand, and by the Selling Parties, on the other hand,
in inverse proportion as they may prevail on the matters resolved by the
Reviewing Accountants, which allocation shall be determined by the Reviewing
Accountants at the time such Reviewing Accountants render their determination on
the merits of the matters submitted to them.

     

    Section
2.11 Alternative Merger
Structure.  Notwithstanding anything else in this Agreement to
the contrary, at Parent’s request, the Company and the Selling Parties will
agree to amend such provisions of this Agreement as are necessary to provide
that, in lieu of effecting the Merger as described in Section 2.1,
(i) Parent shall form a wholly-owned subsidiary corporation (“Merger Corp”),
(ii) Merger Corp shall be merged with and into the Company at the Effective
Time and the separate corporate existence of Merger Corp shall thereupon cease
and the Company shall continue as the surviving company, and (iii) promptly
thereafter, Parent will cause the Company to merge with and into Merger Sub and
the separate corporate existence of the Company shall thereupon cease and Merger
Sub shall be the Surviving Company (collectively, clauses (i),
(ii) and (iii) hereof, the “Alternative
Structure”); provided that no such
amendment shall (a) change the Merger Consideration to be received by the
Stockholders, the Interests Purchase Consideration to be received by the
Holders, or the intended tax treatment thereof, (b) prevent or materially
delay the Closing or (c) violate any Law.  The parties hereto
intend that, if Parent elects to effect the Alternative Structure, the steps
described in clauses (i), (ii) and (iii) hereof, taken together,
are to be treated as a “reorganization” under Section 368(a) of the Code
(to which each of Parent and the Company are to be “parties to the
reorganization” 

     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

     

    under
Section 368(b) of the Code) in which the Company is to be treated as
merging directly with and into Parent.

     

    Section
2.12 Withholding
Rights.  Parent shall be entitled to deduct and withhold from
the consideration otherwise payable to any Stockholder (or Holder) pursuant to
this Agreement such amounts as may be required to be deducted and withheld under
the Code, or under any provision of state, local or foreign Tax
law.  To the extent that amounts are so withheld and timely paid over
to the appropriate Taxing Authority, such withheld amounts shall be treated for
all purposes of this Agreement as having been paid to the Stockholder in respect
of which such deduction and withholding was made and Parent will be treated as
though it withheld an appropriate amount of the type of consideration otherwise
payable pursuant to this Agreement, sold such consideration for an amount of
cash equal to the fair market value of such consideration at the time of such
deemed sale and paid such cash proceeds to the appropriate Taxing
Authority.

     

    Section
2.13 Written Consent of the
Signing Stockholders.  By its execution of this Agreement, each
Signing Stockholder, in its capacity as a registered or beneficial stockholder
of Company Common Stock, hereby approves and adopts this
Agreement.  For purposes of the DGCL, such execution shall be deemed
to be action taken by the irrevocable written consent of the Signing
Stockholders holding at least 75 percent of the Company Shares, in accordance
with the Company’s Amended and Restated Bylaws.

     

    ARTICLE
III

     

    CLOSING

     

    Section
3.1 Closing.  The
closing (the “Closing”) of the
Merger shall take place at the offices of Sidley Austin LLP, 787 Seventh Avenue,
New York, New York 10019 at 10:00 a.m. on the third Business Day following
the satisfaction (or, to the extent permitted by this Agreement, waiver by all
parties) of the conditions set forth in Section 8.1, or,
if on such day any condition set forth in Section 8.2 or
8.3 has not
been satisfied (or, to the extent permitted by this Agreement, waived by the
party or parties entitled to the benefits thereof), as soon as practicable after
all the conditions set forth in Article VIII
have been satisfied (or, to the extent permitted by this Agreement, waived by
the parties entitled to the benefits thereof), or at such other place, time and
date as shall be agreed in writing between Parent and the Selling Parties’
Representative.  The date on which the Closing occurs is referred to
in this Agreement as the “Closing
Date”.

     

    Section
3.2 Deliveries of the Company at
Closing.  At the Closing, the Company shall deliver the
following to Parent:

     

    (a) a
certificate, dated as of the Closing Date and executed by the Secretary of the
Company, certifying that (A) true and complete copies of the Company
Charter Documents as in effect on the Closing Date are attached to such
certificate, (B) the signature of each officer of the Company executing
this Agreement and any other agreement, instrument or document executed and
delivered by the Company at or before Closing is genuine and each such officer
is duly appointed to the office of the Company set forth underneath such
officer’s signature 

     

     

     

    
      
        
        

      

      
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    thereon
and (C) true and complete copies of the resolutions of the Board of
Directors of the Company (the “Company Board”),
which were approved prior to the execution of this Agreement, authorizing the
execution, delivery and performance of this Agreement, and the consummation of
the Transactions, are attached to such certificate, and such resolutions have
not been amended or modified and remain in full force and effect;
and

     

    (b) long-form
good standing certificates in respect of the Company and each of the Company
Subsidiaries, from the Secretary of State in their respective jurisdictions of
incorporation or formation, in each case dated not more than seven (7) days
prior to the Closing Date.

     

    Section
3.3 Selling Parties Deliveries
at Closing.  At the Closing the Selling Parties shall deliver
or cause to be delivered to Parent the following:

     

    (a) certificates
representing the Company Shares owned by each Selling Party, free and clear of
any and all Liens;

     

    (b) an
instrument of assignment, duly executed by each Holder, in respect of the
Interests owned by each Holder, transferring such Interests to Merger Sub, free
and clear of any and all Liens;

     

    (c) the
Registration Rights Agreement, duly executed by Eric Gleacher;

     

    (d) the
Escrow Agreement, duly executed by the Selling Parties’ Representative on behalf
of the Selling Parties;

     

    (e) the
Trademark Agreement, duly executed by Eric Gleacher on his own behalf and on
behalf of the other entities signatory thereto (other than the Buying Parties)
and;

     

    (f) all other
documents and instruments required to be delivered by the Company or the Selling
Parties on or prior to the Closing Date pursuant to this Agreement, including,
without limitation, those items set forth in Sections 8.2 and
11.2 hereof and
assignment agreements in respect of the Interests.

     

    Section
3.4 Parent Deliveries at
Closing.  At the Closing, Parent shall deliver or cause to be
delivered to the Selling Parties’ Representative (except as provided below) the
following:

     

    (a) the cash
and certificates representing shares of Parent Common Stock required to be
delivered on the Closing Date pursuant to Section 2.8(a),
2.8(c) and
2.8(e), which
shall be delivered to the Selling Parties’ Representative, the Selling Parties
and the Escrow Agent as set forth in Section 2.8(a),
2.8(e) and
2.9;

     

    (b) the
Registration Rights Agreement, duly executed by Parent;

     

    (c) the
Escrow Agreement, duly executed by Parent;

     

    (d) the
Trademark Agreement, duly executed by Parent;

     

     

     

    
      
        
        

      

      
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    (e) a
certificate, dated as of the Closing Date and executed by the Secretary of
Parent, certifying that (A) true and complete copies of the Parent Charter,
the certificate of formation of Merger Sub, the limited liability company
agreement of Merger Sub and the by-laws of Parent, as in effect on the Closing
Date, are attached to such certificate, (B) the signature of each officer
of Parent or Merger Sub executing this Agreement, the Ancillary Agreements to
which Parent or Merger Sub is a party and any other agreement, instrument or
document executed and delivered by Parent or Merger Sub at or before Closing is
genuine and each such officer is duly appointed to the office of Parent or
Merger Sub set forth underneath such officer’s signature thereon, and
(C) true and complete copies of the resolutions of the Board of Directors
of Parent (the “Parent
Board”) and the written consent of Parent as sole member of Merger Sub,
which were approved prior to the execution of this Agreement, authorizing the
execution, delivery and performance of this Agreement and the consummation of
the Transactions, are attached to such certificate, and such resolutions and
written consent have not been amended or modified and remain in full force and
effect;

     

    (f) long-form
good standing certificates of the Secretary of State of New York with respect to
Parent and of the Secretary of State of Delaware with respect to Merger Sub, in
each case dated not more than seven (7) days prior to the Closing Date;
and

     

    (g) to the
Selling Parties’ Representative, all other documents and instruments required to
be delivered by Parent or Merger Sub to the Company or the Selling Parties on or
prior to the Closing Date pursuant to this Agreement, including, without
limitation, those set forth in Section 8.3
hereof and assignment agreements in respect of the Interests.

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE SELLING PARTIES

     

     

    Except as
set forth in the Disclosure Schedules, the Company and each of the Selling
Parties represents and warrants to Parent as of the date hereof and as of the
Closing Date (or as of such other date as may be expressly provided in any
representation or warranty) as follows:

     

    Section
4.1 Organization and Good
Standing; Charter Documents.  Each of the Company and its
Subsidiaries is duly incorporated or organized, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or organization
and has all requisite power and authority to own, lease, operate and otherwise
hold its properties and assets and to carry on its business as presently
conducted.  Each of the Company and its Subsidiaries is duly qualified
or licensed to do business as a foreign corporation and is in good standing in
every jurisdiction in which the nature of the business conducted by it or the
assets or properties owned or leased by it requires
qualification.  The Company has provided Parent with true, correct and
accurate copies of each of the Company Charter Documents.

     

    Section
4.2 Authorization and Effect of
Agreement.  The Company has all requisite right, power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the transactions contemplated hereby.  The
execution and delivery of this Agreement by the Company, and the performance by
the Company of its obligations 

     

     

     

    
      
        
        

      

      
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    hereunder,
and the consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of the Company, and no
other corporate action on the part of the Company is necessary to authorize the
Company’s execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.  The Board of Directors of the
Company has duly and unanimously adopted resolutions (i) approving this
Agreement, the Merger and the other Transactions, (ii) determining that the
terms of the Merger and the other Transactions are fair to and in the best
interests of the Company and its stockholders, (iii) recommending that the
Company’s stockholders adopt this Agreement and (iv) declaring that this
Agreement is advisable.  Pursuant to Section 2.13 hereof, this
Agreement has been approved by the irrevocable written consent of the Signing
Stockholders holding more than 75 percent of the Company Shares and no other
vote or approval of the holders of Company Shares is necessary to approve the
Merger or any other Transaction.  This Agreement has been duly and
validly executed and delivered by the Company and, assuming due authorization,
execution and delivery hereof by the other parties hereto, constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting or
relating to creditors’ rights generally and subject, as to enforceability, to
general principles of equity.

     

    Section
4.3 Consents and Approvals; No
Violations.  Except for (i) compliance with and filings
under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the
“HSR Act”),
(ii) the filing of the Certificate of Merger with the Secretary of State of
Delaware and appropriate documents with the relevant authorities of the other
jurisdictions in which the Company is qualified to do business and
(iii) compliance with FINRA rules and filing of a change of control
application on Form 1017, no filing with, and no Permit or Consent of any
Governmental Authority or any other Person is necessary to be obtained, made or
given by the Company or any of its Subsidiaries in connection with the execution
and delivery by the Company of this Agreement, the performance by the Company of
its obligations hereunder and the consummation of the transactions contemplated
hereby.  Neither the execution and delivery of this Agreement by the
Company nor the consummation by the Company of the transactions contemplated
hereby nor compliance by the Company with any of the provisions hereof will
(a) conflict with or result in any breach of any provision of the Company
Charter Documents, (b) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give rise to
any right of termination, modification, cancellation or acceleration or loss of
material benefits) under any of the terms, conditions or provisions of any
Contract to which the Company or any of its Subsidiaries is a party or otherwise
may be subject to or bound or result in the creation of any Lien, other than
Permitted Liens, on any of the assets or properties of the Company or any of its
Subsidiaries, (c) violate any Permit or Law applicable to the Company of
any of its Subsidiaries or to which the Company or any of its Subsidiaries or
any of its or their assets or properties may be subject to or bound, or
(d) result in the creation of any Lien on the Company Shares, except in the
case of (b) or (c), a violation, breach or default which would not have or
would not reasonably be expected to have a Material Adverse Effect.

     

    Section
4.4 Permits; Compliance with
Law.

     

    (a) Section 4.4(a)
of the Disclosure Schedule sets forth a complete and accurate list of all
Permits issued by FINRA or any other securities regulator, and all other
material Permits, 

     

     

     

    
      
        
        

      

      
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    held or
maintained by the Company or any of its Subsidiaries.  The Company and
its Subsidiaries hold all material Permits necessary for the ownership and lease
of its and their properties and assets and the lawful conduct of its business as
it is now substantially conducted under and pursuant to all applicable
Laws.  All material Permits have been legally obtained and maintained
and are valid and in full force and effect.  The Company and its
Subsidiaries are in compliance in all material respects with all of the terms
and conditions of all Permits.  To the Knowledge of the Company,
(i) there has been no material change in the facts or circumstances
reported or assumed in the application for or granting of any Permits and
(ii) no outstanding violations are or have been recorded in respect of any
Permits.  No action, proceeding, claim or suit is pending or, to the
Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or
limit any Permit, and, to the Knowledge of the Company, no investigation is
pending or threatened in writing, to suspend, revoke, withdraw, modify or limit
any Permit.  To the Knowledge of the Company, there is no fact, error
or admission relevant to any Permit that could reasonably be expected to result
in the suspension, revocation, withdrawal, material modification or material
limitation of, or could reasonably be expected to result in the threatened
suspension, revocation, withdrawal, material modification or material limitation
of, or in the loss of any Permit.  Each Permit shall continue to be
valid and in full force and effect immediately following the Closing without any
Consent, approval or modification required by or from any Governmental
Authority.

     

    (b) The
Company and its Subsidiaries and its and their properties, assets, operations
and business are currently being, and since December 31, 2006 have been,
operated in compliance in all material respects with all Permits and applicable
Laws except for such noncompliance as has not had or would not reasonably be
expected to have a Material Adverse Effect.

     

    Section
4.5 Capitalization of the
Company; Accredited Investors.

     

    (a) The
entire authorized capital stock of the Company consists solely of 100,000 shares
of Company Common Stock, of which 45,841 shares are issued and outstanding and
held by the Stockholders in the amounts set forth in Exhibit A
hereto.  The issued and outstanding capital stock of the Company
consists solely of the Company Shares.  There are no accrued and
unpaid dividends in respect of any Company Shares.  No other class of
equity securities or other securities or rights of any kind of the Company are
authorized, issued or outstanding.  All of the Company Shares are duly
authorized, validly issued, fully paid and non-assessable and are not subject to
preemptive rights created by statute, the Company’s organizational documents or
any agreement to which the Company is a party or by which it is
bound.

     

    (b) The
authorized capital stock or other equity interests of each of the Company’s
Subsidiaries is set forth in Section 4.5(b)
of the Disclosure Schedule.  There are no accrued and unpaid dividends
in respect of any share of capital stock or other equity interests of any
Subsidiary of the Company.  No other class of equity securities or
other securities or rights of any kind of any Subsidiary of the Company are
authorized, issued or outstanding.  All of the shares of capital stock
or other equity interests of each Subsidiary of the Company are duly authorized,
validly issued, fully paid and non-assessable, and are owned of record and
beneficially as set forth in Section 4.5(b)
of the Disclosure Schedule, free and clear of any and 

     

     

     

    
      
        
        

      

      
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    all
Liens.  The Company owns all the issued and outstanding membership
interests in Holdings (other than the Interests to be purchased by Merger Sub
pursuant to the Interests Purchase), free and clear of any and all
Liens.  Holdings owns all the issued and outstanding membership
interests of Gleacher Partners LLC, a Delaware limited liability company (“Partners”), free and
clear of any all Liens.

     

    (c) Neither
the Company nor any of its Subsidiaries has issued any securities in violation
of any preemptive or similar rights.  There are not any bonds,
debentures, notes or other indebtedness of the Company or any of its
Subsidiaries having the right to vote (or convertible into, or exchangeable for,
securities having the right to vote) on any matters on which holders of Company
Common Stock or holders of interests in any Company Subsidiary may vote (“Voting Company
Debt”).  There are not any options, warrants, rights,
convertible or exchangeable securities, “phantom” stock rights, stock
appreciation rights, stock-based performance units, commitments, Contracts,
arrangements or undertakings of any kind to which the Company or any of its
Subsidiaries is a party or by which any of them is bound (collectively, “Options”)
(i) obligating the Company or any of its Subsidiaries to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other equity interests in, or any security convertible or exercisable
for or exchangeable into any capital stock of or other equity interest in, the
Company or of any of its Subsidiaries or any Voting Company Debt,
(ii) obligating the Company or any of its Subsidiaries to issue, grant,
extend or enter into any such option, warrant, call, right, security,
commitment, Contract, arrangement or undertaking or (iii) that give any person
the right to receive any economic benefit or right similar to or derived from
the economic benefits and rights occurring to holders of Company Common Stock or
holders of interests in any Company Subsidiary.  The Company is not a
party to or bound by and, to the Knowledge of the Company, there are no,
restrictions upon, or voting trusts, proxies or other agreements or
understandings of any kind with respect to, the voting, purchase, redemption,
acquisition or transfer of, or the declaration or payment of any dividend or
distribution on, the Company Shares or any shares of the capital stock of or
equity interests in any Subsidiary of the Company.

     

    (d) To the
Knowledge of the Company, all of the individuals listed on Exhibit A hereto
are Accredited Investors (as defined in Regulation D promulgated under the
Securities Act).

     

    (e) Without
limiting the Selling Parties’ right to indemnification from Parent as
contemplated by Article X or the
Selling Parties’ other rights under this Agreement, Parent’s issuance and
payment of the Merger Consideration and the Interests Purchase Consideration, as
applicable, as and when due under the terms hereof and as reflected on Exhibit A, is
the only obligation Parent or the Surviving Company shall have with respect to
the ownership or right to be issued, or otherwise in respect of, any Company
Shares or Interests under existing agreements or instruments to which the
Company is a party.

     

    Section
4.6 No
Subsidiaries.  Except as set forth in Section 4.6 of
the Disclosure Schedule, neither the Company nor any of its Subsidiaries is the
owner of record or beneficial owner, nor does it control, directly or
indirectly, any capital stock, securities convertible into capital stock, or any
other equity interest in any Person.  Except as set forth in Section 4.6 of
the Disclosure Schedule, neither the Company nor any of its Subsidiaries is or
has ever been a 

     

     

     

    
      
        
        

      

      
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    partner
or member, or has, or has ever had, any other ownership interest in any general
or limited partnership, or any similar entity.

     

    Section
4.7 Minutes; Books and
Records.  The Company has made available to Parent true,
complete and accurate copies, or the complete original, of the minute books of
the Company and its Subsidiaries.  The minute books of the Company and
its Subsidiaries accurately reflect in all material respects all actions taken
at meetings, or by written consent in lieu of meetings, of the stockholders,
members, board of directors and all committees of the board of directors of the
Company and its Subsidiaries.  All corporate actions taken by the
Company and its Subsidiaries have been duly authorized, and no such actions
taken by the Company and its Subsidiaries have been taken in breach or violation
of the Company Charter Documents.

     

    Section
4.8 Litigation.  Except
as set forth in Section 4.8 of
the Disclosure Schedule, there are no actions, proceedings, claims, suits,
oppositions, challenges, charge or governmental or regulatory investigations
(“Proceedings”)
pending or, to the Knowledge of the Company, threatened against the Company or
any of its Subsidiaries or its or their assets, properties, businesses, or
employees.  There are no outstanding judgments, writs, injunctions,
orders, decrees or settlements, whether preliminary, temporary or permanent
(“Orders”),
imposed by any Governmental Authority against or that apply, in whole or in
part, to the Company or any of its Subsidiaries, or its or their assets,
properties, businesses, or employees, in each case to the extent relating to the
business of the Company or any of its Subsidiaries.

     

    Section
4.9 Assets Necessary to the
Company.  The Company and its Subsidiaries own or have a valid
license or leasehold interest in all of the rights, properties and assets,
including Intellectual Property, that are used or held for use in or are
necessary for the Company or any of its Subsidiaries to conduct the Company’s
and its Subsidiaries’ business as currently conducted.  Immediately
following the Closing, none of the Selling Parties will own, license or lease
any rights, properties or assets that are used or held for use in or are
necessary for the Company or any of its Subsidiaries or the Surviving Company,
as the case may be, to conduct the Company’s and its Subsidiaries’ business as
currently conducted.

     

    Section
4.10 Financial
Statements.

     

    (a) The
Company has delivered to the Buying Parties (i) the audited balance sheets
of Partners as of December 31, 2006, December 31, 2007 and
December 31, 2008 (the date of the most recent such balance sheet being
referred to herein as the “Balance Sheet Date”),
and the related audited statements of income, change in member’s equity, and of
cash flows of Partners for the three years ended December 31, 2008 (the
foregoing audited financial statements, together with any additional audited
financial statements of Partners provided after the date hereof pursuant hereto,
including the notes thereto and all related compilations, reviews and other
reports issued by its accountants with respect thereto, the “Audited Financial
Statements”), and (ii) unaudited balance sheets of Partners as of
January 31, 2009, and the related unaudited statements of income of
Partners for the month ended January 31, 2009 (the foregoing unaudited
financial statements, together with any additional unaudited financial
statements of Partners provided after the date hereof pursuant hereto, including
the notes thereto and all related compilations, reviews and other reports issued
by its accountants with respect thereto, the “Most Recent Financial
Statements”, and together with the Audited 

     

     

     

    
      
        
        

      

      
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    Financial
Statements, the “Financial
Statements”).  The Financial Statements have been prepared in
accordance with GAAP consistently applied, and fairly present in all material
respects the financial condition of Partners as of the dates thereof and the
results of their operations for the periods covered thereby; provided, however, that the
interim Most Recent Financial Statements are subject to normal recurring
year-end adjustments, which in the aggregate are not material, and lack
footnotes and other presentation items.  No financial statements of
any Person other than Partners are required by GAAP to be included in the
consolidated financial statements of Partners.

     

    (b) The
Company has delivered to the Buying Parties (i) the unaudited balance
sheets of Holdings as of December 31, 2006, December 31, 2007 and
December 31, 2008, and the related statements of income, member’s equity,
and of cash flows of Holdings for the three years ended December 31, 2008,
and (ii) an unaudited balance sheet of Holdings as of January 31,
2009, and the related unaudited statements of income of Holdings for the month
ended January 31, 2009.  The financial statements described in
this Section 4.10(b),
together with any additional financial statements of the Company or Holdings
provided after the date hereof pursuant hereto, including the notes thereto and
all related compilations, reviews and other reports issued by its accountants
with respect thereto, have been prepared in accordance with GAAP consistently
applied, and fairly present in all material respects the financial condition of
the Company or Holdings as of the dates thereof and the results of their
operations for the periods covered thereby; provided, however, that the
interim financial statements described in this Section 4.10(b)(ii)
are subject to normal recurring year-end adjustments, which in the aggregate are
not material, and lack footnotes and other presentation items.

     

    (c) The
Company and its Subsidiaries maintain internal accounting controls sufficient to
provide reasonable assurances that (i) transactions are executed in
accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles
and to maintain accountability for assets, (iii) access to assets is
permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     

    (d) The
records, systems, controls, data and information of the Company and its
Subsidiaries are recorded, stored, maintained and operated under means
(including any electronic, mechanical or photographic process, whether
computerized or not) that are under the exclusive ownership and direct control
of the Company (including all means of access thereto and therefrom), except for
any non-exclusive ownership and non-direct control that would not reasonably be
expected to have a material adverse effect on the system of internal accounting
controls described below in this Section 4.10(d).  The
Company (x) has implemented and maintains disclosure controls and
procedures to ensure that material information relating to the Company and its
Subsidiaries is made known to the chief executive officer and the chief
financial officer of the Company by others within those entities and
(y) has disclosed, based on its most recent evaluation, to the Company’s
outside auditors (i) any significant deficiencies and material weaknesses
in the design or operation of internal controls over financial reporting that
are reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial information and (ii) any fraud,


     

     

     

    
      
        
        

      

      
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    whether
or not material, that involves management or other employees who have a
significant role in the Company’s internal controls over financial
reporting.  These disclosures were made in writing by management to
the Company’s auditors, true and complete copies of which have been made
available to Parent before the date hereof.

     

    (e) The
Company does not have any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) or assets (other than its membership
interest in Holdings), and since the date of its incorporation has not conducted
any business other than through Partners.

     

    (f) Except as
set forth in Section 4.10(f)
of the Disclosure Schedule or as reflected in the financial statements described
in Section 4.10(b)
and delivered to Parent prior to the date hereof, Holdings does not have any
liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise) or assets (other than its membership interest in Partners), and
since the date of its formation has not conducted any business other than
through Partners.

     

    Section
4.11 Bank
Accounts.  Section 4.11 of
the Disclosure Schedule contains a true, complete and accurate list of
(a) the names and locations of all banks, trust companies, securities
brokers and other financial institutions at which the Company or any of its
Subsidiaries has an account or safe deposit box or maintains a banking,
custodial, trading or other similar relationship, (b) a true, complete and
accurate list and description of each such account, box and relationship and
(c) the name of every Person authorized to draw thereon or having access
thereto.

     

    Section
4.12 Debt.  Section 4.12 of
the Disclosure Schedule sets forth a complete and accurate list of the amounts
and types of all of the Company’s and its Subsidiaries’ outstanding Debt as of
the date hereof.

     

    Section
4.13 Absence of Certain
Changes.  Since the Balance Sheet Date, (a) the Company
and its Subsidiaries have been operated in all material respects in the ordinary
course of business consistent with past practice, (b) the Company and its
Subsidiaries have not taken or agreed to take any of the actions set forth in
Section 7.1
hereof, (c) there has not occurred any event or condition that,
individually or in the aggregate, has had or is reasonably likely to have a
Material Adverse Effect on the Company, and (d) through the date hereof,
the Company and its Subsidiaries have not suffered the loss of service of any
officers, directors, employees, consultants or agents (collectively, “Personnel”) who are
material, individually or in the aggregate, to the operations or conduct of the
Company.

     

    Section
4.14 Transactions with
Affiliates.  Except as set forth in Section 4.14 of
the Disclosure Schedule, no Related Party (as defined in this Section 4.14)
either currently or at any time since December 31,
2005:  (i) has or has had any interest in any material property
(real or personal, tangible or intangible) that the Company or any of its
Subsidiaries uses or has used in or pertaining to the business of the Company or
any of its Subsidiaries or (ii) has or has had any business dealings or a
financial interest in any transaction with the Company or any of its
Subsidiaries or involving any material assets or property of the Company or any
of its Subsidiaries.  For purposes of this Agreement, the term “Related Party” shall
mean as of any time:  an officer or director, Stockholder holding more
than 2.5% of the Company Shares, any 

     

     

    
      
        
        

      

      
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    Holder,
employee or Affiliate of the Company or any of its Subsidiaries at such time,
any present spouse, stepchild, stepparent, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, or any child,
grandchild, parent, grandparent or sibling, including any adoptive
relationships, of any such officer, director or Affiliate of the Company or any
of its Subsidiaries or any trust or other similar entity for the benefit of any
of the foregoing Persons.

     

    Section
4.15 Contracts.

     

    (a) Section 4.15(a)
of the Disclosure Schedule sets forth a complete and accurate list of each
Contract of the following types or having the following terms to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries or its or their properties or assets is or may be bound as of
the date hereof (collectively, the “Company
Contracts”):

     

    (i) all
Contracts providing for the employment, retention, bonus, severance or other
service relationship with any current or former officer, director, employee,
consultant or other person requiring compensation by the Company (the name,
position or capacity and rate of compensation of each such person and the
expiration date of each such Contract being set forth in Section 4.15(a)
of the Disclosure Schedule), to the extent there are continuing obligations of
the Company or its Subsidiaries thereunder in excess of $50,000;

     

    (ii) all
material Contracts (other than employment contracts) with any current or former
officer, director, stockholder, employee, consultant, agent or other
representative of the Company or any of its Subsidiaries or with an entity in
which any of the foregoing is a controlling person;

     

    (iii) (A) all
instruments relating to indebtedness for borrowed money, any note, bond, deed of
trust, mortgage, indenture or agreement to borrow money, and any agreement
relating to the extension of credit or the granting of a Lien other than
Permitted Liens, or (B) any Contract of guarantee of credit in favor of any
Person or entity in excess of $100,000;

     

    (iv) all
lease, sublease, rental, license or other Contracts under which the Company or
any of its Subsidiaries is a lessor or lessee of any real property or the
guarantee of any such lease, sublease, rental or other Contracts providing for
lease or rental payments in excess of $100,000 per annum and a term of at least
twelve (12) months;

     

    (v) all
Contracts containing any covenant or provision limiting the freedom or ability
of the Company or any of its Subsidiaries to engage in any line of business,
engage in business in any geographical area or compete with any other Person or
requiring exclusive dealings by the Company or any of its
Subsidiaries;

     

    (vi) (A) all
Contracts for the purchase of materials, inventory, supplies or equipment
(including, without limitation, computer hardware and Software), or for the
provision of services, involving annual payments of more than $100,000,
containing any escalation, renegotiation or redetermination provisions, other
than Contracts that are 

     

     

     

    
      
        
        

      

      
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    terminable
within ninety (90) days without premium or penalty to the Company or any of
its Subsidiaries; and (B) notwithstanding (A), all Contracts (i) with
material customers of the business of the Company or any of its Subsidiaries,
(ii) for the sale by the Company or any of its Subsidiaries of materials,
supplies, inventory or equipment (including, without limitation, computer
hardware and Software), or (iii) for the provision of services by the
Company or any of its Subsidiaries (including, without limitation, consulting
services, data processing and management, and project management services), the
performance of which will extend over a period of more than one (1) year
and involve consideration in excess of $100,000;

     

    (vii) all
partnership or joint venture Contracts;

     

    (viii) all
Contracts or purchase orders relating to capital expenditures involving total
payments by the Company and its Subsidiaries of more than $100,000 per
year;

     

    (ix) all
Contracts relating to licenses of Intellectual Property (whether the Company or
any of its Subsidiaries is the licensor or licensee thereunder) material to the
business of the Company;

     

    (x) all
Contracts relating to the future disposition or acquisition of any business
enterprise or any interest in any business enterprise;

     

    (xi) all
Contracts between or among (A) the Company or any of its Subsidiaries, on
the one hand, and (B) any Stockholder (or Holder), such Stockholder’s
Affiliate (or Holder’s Affiliate), or any Related Party (other than the
Company), on the other hand;

     

    (xii) Contracts
pertaining to the issuance of debt or equity of the Company or any of its
Subsidiaries;

     

    (xiii) Contracts
which are (A) outside the ordinary course of business for the purchase,
acquisition, sale or disposition of any assets or properties or (B) for the
grant to any Person of any option or preferential rights to purchase any assets
or properties;

     

    (xiv) all
engagement letters with clients of the Company or any of its Subsidiaries under
which any amount is or may become payable to the Company or any of its
Subsidiaries;

     

    (xv) all
Contracts under which the Company or any of its Subsidiaries agrees to indemnify
any Person; and

     

    (xvi) any other
Contract which involves consideration in excess of $100,000 per
year.

     

    (b) (i) Each
Company Contract is legal, valid, binding and enforceable against the Company or
the party to such Company Contract which is a Subsidiary of the Company, as the
case may be, and to the Knowledge of the Company as of the date hereof, against
each other party thereto, and is in full force and effect, and (ii) neither
the Company nor any of its 

     

     

     

    
      
        
        

      

      
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    Subsidiaries
nor, to the Knowledge of the Company as of the date hereof, any other party, is
in material breach or default, and no event has occurred which could constitute
(with or without notice or lapse of time or both) a material breach or default
(or give rise to any right of termination, modification, cancellation or
acceleration) or loss of any benefits under any Company Contract.

     

    (c) The
Company has delivered to Parent complete and accurate copies of each Company
Contract through the date hereof and there has been no material modification,
waiver or termination of any Company Contract or any material provision thereto
through the date hereof.  The Company is not contemplating as of the
date hereof any modification, waiver or termination of any Company
Contract.  Except as set forth on Section 4.15(c)
of the Disclosure Schedule, no Company Contract is terminable or cancelable as a
result of the consummation of the transactions contemplated in this
Agreement.

     

    (d) There are
no non-competition or non-solicitation agreements or any similar agreements or
arrangements that could restrict or hinder the operations or conduct of the
business of the Company or any of its Subsidiaries or the use of its properties
or assets or any “earn-out” agreements or arrangements (or any similar
agreements or arrangements) to which any of the Stockholders (or Holders) or the
Company or any of its Subsidiaries is a party or may be subject or bound (other
than this Agreement or pursuant to this Agreement).

     

    Section
4.16 Labor.  Neither
the Company nor any of its Subsidiaries is party to any collective bargaining
agreements and there is no labor strike, slowdown, work stoppage or lockout
actually pending or, to the Knowledge of the Company, threatened, with respect
to the employees of the Company.  The Company and each of its
Subsidiaries has, in all material respects, complied with applicable Laws
relating to the terms and conditions of employment including without limitation
such Laws relating to wages and hours, immigration and workplace safety, except
for any noncompliance which, individually or in the aggregate, have not had or
would not reasonably be expected to have a Material Adverse Effect.

     

    Section
4.17 Insurance.  The
Company and its Subsidiaries have in place insurance policies in amounts and
types that are customary in the industry for similar companies and all such
policies are valid and in full force and effect.  Section 4.17 of
the Disclosure Schedule contains a complete and accurate list of all insurance
policies currently maintained relating to the Company and its
Subsidiaries.  The Company has delivered to Parent complete and
accurate copies of all such policies together with (a) all riders and
amendments thereto and (b) if completed, the applications for each of such
policies.  All premiums due on such policies have been paid, and the
Company and its Subsidiaries have complied in all material respects with the
provisions of such policies and, to the Knowledge of the Company, such policies
are valid and in full force and effect.  No Proceedings are pending
or, to the Knowledge of the Company, threatened, to revoke, cancel, limit or
otherwise modify such policies and no notice of cancellation of any of such
policies has been received.  The Company and its Subsidiaries are in
compliance with all warranties contained in all insurance policies.

     

    Section
4.18 Intentionally
Omitted.

     

     

    
      
        
        

      

      
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    Section
4.19 Absence of Certain Business
Practices.  Neither the Company, nor any of its Subsidiaries,
nor any Stockholder, Holder, director, officer, employee or agent of the Company
or any of its Subsidiaries, nor any other Person acting on behalf of the Company
or any of its Subsidiaries, directly or indirectly, has, to the Knowledge of the
Company, given or agreed to give any gift or similar benefit to any customer,
supplier, governmental employee or other Person which (a) could reasonably
be expected to subject the Company or any of its Subsidiaries to any damage or
penalty in any civil, criminal or governmental litigation or Proceeding or
(b) is reasonably likely to, individually or in the aggregate, have a
Material Adverse Effect or which could subject the Company or any of its
Subsidiaries or Parent or any of its Subsidiaries to suit or penalty in any
private or governmental litigation or Proceeding.

     

    Section
4.20 Real Property; Title; Valid
Leasehold Interests.

     

    (a) Neither
the Company nor any of its Subsidiaries owns or has owned in the three
(3) years prior to the date hereof, and is not under any Contract to
purchase, any real property.

     

    (b) The
Company has delivered or made available to Parent a true, complete, and accurate
copy of each real property lease of the Company and its Subsidiaries, together
with all amendments, modifications, and extensions thereof (the “Company
Leases”).

     

    (c) The
Company and its Subsidiaries have valid and enforceable leasehold interests in
each property covered by each Company Lease.  Neither the Company nor
any of its Subsidiaries has subleased or granted to any Person the right to use
or occupy any such leased property or any portion thereof.

     

    (d) The
Company and its Subsidiaries are in compliance in all material respects with the
provisions of each Company Lease, and each such Company Lease is in full force
in all material respects.

     

    (e) To the
Knowledge of the Company, with respect to the Company Leases, there are no
(i) material violations of building codes and/or zoning ordinances or other
governmental or regulatory laws affecting the applicable real property,
(ii) existing, pending, or threatened condemnation proceedings affecting
any such real property or (iii) existing, pending, or threatened zoning,
building code, or similar matters, which are reasonably likely to interfere with
the operations of the Company’s or any of its Subsidiaries’ business in any
material respect.

     

    Section
4.21 Environmental.  Except
as could not reasonably be likely to result in a material liability to the
Company or any of its Subsidiaries, there has been no Release or, to the
Knowledge of the Company, threatened Release of any Hazardous Materials at, on,
under or from any property currently or formerly owned, leased or operated by
the Company or any of its Subsidiaries or any other location.

     

    Section
4.22 Employee
Benefits.

     

    (a) Section 4.22(a)
of the Disclosure Schedule contains a list of:  (i) each
“employee pension benefit plan” (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and referred
to herein as a “Pension Plan”),
(ii) each 

     

     

     

    
      
        
        

      

      
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    “employee
welfare benefit plan” (as defined in Section 3(1) of ERISA and referred to
herein as a “Welfare
Plan”) and (iii) each other “Benefit Plan”
(defined herein as any Pension Plan, Welfare Plan and any other plan, fund,
program, arrangement or agreement (including any employment or consulting
agreement or any employee stock ownership plan) to provide medical, health,
disability, life, bonus, incentive, stock or stock-based right (option,
ownership or purchase), retirement, deferred compensation, severance, change in
control, salary continuation, vacation, sick leave, fringe, incentive insurance
or other benefits) to any current or former employee, officer, director or
consultant of the Company or any of its Subsidiaries, or to any worker providing
services to the Company or any of its Subsidiaries through an employee leasing
arrangement, that is maintained, or contributed to, or required to be
contributed to, by the Company or any of its Subsidiaries, or with respect to
which the Company or any of its Subsidiaries has any liability.  With
respect to each Benefit Plan, the Company has delivered or made available to
Parent true, complete and accurate copies of:  (i) such Benefit
Plan (or, in the case of an unwritten Benefit Plan, a written description
thereof), (ii) the three (3) most recent IRS Form 5500 annual
reports filed with the IRS (if any such report was required), (iii) the
most recent summary plan description and all subsequent summaries of material
modifications for such Benefit Plan (if a summary plan description was
required), (iv) each trust agreement and group annuity contract relating to
such Benefit Plan, if any, (v) the most recent determination letter from
the IRS with respect to such Benefit Plan, if any, and (vi) the most recent
actuarial valuation with respect to such Benefit Plan, if any.

     

    (b) Each
Benefit Plan has, in all material respects, been established, funded, maintained
and administered in compliance with its terms and with the applicable provisions
of ERISA, the Code and all other applicable Laws.  Neither the Company
nor any of its Subsidiaries has undertaken or committed to make any amendments
to any such Benefit Plan (other than amendments which have been provided to
Parent prior to the date hereof) or to establish, adopt or approve any new plan
that, if in effect on the date hereof, would constitute a Benefit
Plan.

     

    (c) Each
Pension Plan and any trust established pursuant thereto intended to be qualified
and tax exempt under Sections 401(a) and 501(a) have been the subject of a
favorable and up-to-date determination letter from the IRS (or if not up to
date, the period to apply for an up-to-date determination letter has not
elapsed) or an up-to-date opinion letter from the IRS upon which the Company is
entitled to rely with respect to such Pension Plan to the effect that such
Pension Plan and trust are qualified and exempt from federal income taxes under
Section 401(a) and 501(a), respectively, of the Code.  To the
Knowledge of the Company, there are no circumstances or events that have
occurred that could reasonably be expected to result in the disqualification of
any Pension Plan.

     

    (d) Neither
the Company nor any of its Subsidiaries nor any ERISA Affiliate of the Company
or any of its Subsidiaries has maintained, contributed to or been required to
contribute to any benefit plan in the past six years that is subject to the
provisions of Section 412 of the Code or Title IV of
ERISA.  Neither the Company nor any of its Subsidiaries nor any ERISA
Affiliate maintains or has an obligation to contribute to or has within the past
six (6) years maintained or had an obligation to contribute to a
“multiemployer plan.”  For purposes hereof, “ERISA Affiliate”
means, with respect to any entity, trade or business, any other entity, trade or
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    group
described in Section 414(b), (c), (m) or (o) of the Code or
Section 4001(b)(1) of ERISA that includes or included the first entity,
trade or business or that is, or was at the relevant time, a member of the same
“controlled group” as the first entity, trade or business pursuant to
Section 4001(a)(14) of ERISA.

     

    (e) Neither
the Company nor any of its Subsidiaries has any liability for life, health,
medical or other welfare benefits for former employees or beneficiaries or
dependents thereof with coverage or benefits under Benefit Plans, other than as
required by COBRA or any other applicable Law.  Except as would not
reasonably be expected to result in a material liability, all contributions or
premiums owed by the Company or any of its Subsidiaries with respect to Benefit
Plans under Law, contract or otherwise have been paid on a timely basis and all
contributions required to be made under each Benefit Plan have been timely made
and, to the extent not required to be contributed or paid, all obligations in
respect of each Benefit Plan have been properly accrued or reflected in the
Financial Statements.  There are no pending or, to the Knowledge of
the Company, threatened, claims, lawsuits, arbitrations or audits asserted or
instituted against any Benefit Plan, any fiduciary (as defined by
Section 3(21) of ERISA) of any Benefit Plan, the Company or any of its
Subsidiaries, or any employee or administrator thereof, in connection with the
existence, operation or administration of a Benefit Plan (other than claims in
the ordinary course), in each case that could reasonably be expected to result
in a material liability.  To the Knowledge of the Company, with
respect to each Benefit Plan, there has not occurred, and no Person whom the
Company has an obligation to indemnify is contractually bound to enter into, any
nonexempt “prohibited transaction” within the meaning of Section 4975 of
the Code or Section 406 of ERISA that could, individually or in the
aggregate, reasonably be expected to result in material liability.

     

    (f) Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) cause or result in the
accelerated vesting, funding or delivery of, or increase the amount or value of
any Benefit Plan, (ii) cause or result in the obligation to fund any
Benefit Plan or (iii) cause or result in a limitation on the right of the
Company or any of its Subsidiaries to amend, merge, terminate or receive a
reversion of assets from any Benefit Plan or related trust.  Without
limiting the generality of the foregoing, no amount paid or payable pursuant to
the terms of a Benefit Plan by the Company or any of its Subsidiaries in
connection with the transactions contemplated hereby (either solely as a result
thereof or as a result of such transactions in conjunction with any other event)
will be an “excess parachute payment” within the meaning of Section 280G of
the Code.

     

    (g) The
Company does not maintain any Benefit Plans (i) outside the U.S. or
(ii) for the benefit of any individual whose principal place of employment
is outside the U.S.

     

    Section
4.23 Employees.

     

    (a) The
Company has delivered or made available to Parent a true and correct schedule
setting forth (i) the name, title and total compensation in respect of the
Company’s 2008 fiscal year of each officer and director of the Company and each
of its Subsidiaries and each other employee, consultant and agent, (ii) all
bonuses and other incentive compensation received by such Persons in respect of
the Company’s 2008 fiscal year and (iii) all Contracts or commitments by
the Company or any of its Subsidiaries to increase the compensation or to


     

     

     

    
      
        
        

      

      
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    modify
the conditions or terms of employment of any of its officers or directors, or
employees, consultants and agents.

     

    (b) To the
Knowledge of the Company, no officer, director or employee of the Company or any
of its Subsidiaries is a party to, or is otherwise bound by, any agreement or
arrangement, including any confidentiality, non-competition, or proprietary
rights agreement, between such Person and any other Person that could reasonably
be expected to (i) prohibit the performance by such Person of his/her
duties for or on behalf of the Company or any of its Subsidiaries or
(ii) adversely affect the ability of the Company or any of its Subsidiaries
to conduct its or their primary business.

     

    (c) Neither
the Company nor any of its Subsidiaries has classified any individual as an
“independent contractor” or similar status who, under applicable Law or the
provisions of any Benefit Plan, should have been classified as an
employee.  Neither the Company nor any of its Subsidiaries has any
material liability by reason of any individual who provides or provided services
to the Company or any of its Subsidiaries, in any capacity, being improperly
excluded from participating in any Benefit Plan.

     

    (d) No
executive, key employee or significant group of employees has informed the
Company or any of its Subsidiaries of his, her or its definite intent to
terminate employment with the Company or any of its Subsidiaries during the next
twelve (12) months.

     

    Section
4.24 Taxes and Tax
Returns.  Except as set forth in Section 4.24 of
the Disclosure Schedule:

     

    (a) All
material Tax Returns required to be filed by or with respect to the Company and
the Company’s Subsidiaries or their respective assets and operations (but not
any Tax Returns of, or required to be filed by, any Selling Party) (“Company Tax Returns”)
have been timely filed (taking into account valid extensions of the time for
filing).  All such Company Tax Returns (i) were prepared in the
manner required by applicable Law and (ii) are true, complete and accurate
in all material respects.  True, complete and accurate copies of all
federal, state, local and foreign Company Tax Returns filed in the previous
three (3) years have been provided to Parent prior to the date
hereof.

     

    (b) The
Company and the Company’s Subsidiaries have timely paid, or caused to be paid,
all material Taxes required to be paid by them, whether or not shown (or
required to be shown) on a Tax Return (except for Taxes being contested in good
faith with a Taxing Authority and for which there is a sufficient reserve
(without regard to deferred Tax assets and liabilities) on the balance sheet
included in the Financial Statements), and the Company and the Company’s
Subsidiaries have established, in accordance with GAAP, a sufficient reserve
(without regard to deferred Tax assets and liabilities) on the balance sheet
included in the Financial Statements for the payment of all material Taxes not
yet due and payable.  Since December 31, 2008, neither the
Company nor any of the Company’s Subsidiaries has incurred any liability for
Taxes other than Taxes incurred in the ordinary course of business.

     

    (c) The
Company and the Company’s Subsidiaries (i) have complied in all material
respects with the provisions of the Code relating to the withholding and payment
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    including
the withholding and reporting requirements under Sections 1441 through
1464, 3101 through 3510, and 6041 through 6053 of the Code and related Treasury
Regulations, (ii) have complied in all material respects with all
provisions of state, local and foreign Law relating to the withholding and
payment of Taxes, and (iii) have, within the time and in the manner
prescribed by Law, withheld the applicable amount of material Taxes required to
be withheld from amounts paid to any employee, independent contractor or other
third party and paid over to the proper Governmental Authorities all amounts
required to be so paid over.

     

    (d) Within
the five (5) years prior to the date hereof, none of the Company Tax
Returns have been audited by the IRS or any state, local or foreign Taxing
Authority and no adjustment relating to any Company Tax Return has been proposed
or threatened in writing by any Taxing Authority.  Neither the Company
nor any of the Company’s Subsidiaries has entered into a closing agreement
pursuant to Section 7121 of the Code (or an analogous provision of state,
local or foreign Law).  To the Knowledge of the Company, there are no
examinations or other administrative or court proceedings relating to Taxes in
progress or pending, and there is no existing, pending or threatened in writing
claim, proposal or assessment against the Company or any of the Company’s
Subsidiaries or relating to its assets or operations asserting any deficiency
for Taxes.

     

    (e) Within
the five (5) years prior to the date hereof, no written claim has ever been
made by any Taxing Authority with respect to the Company or any Subsidiary of
the Company in a jurisdiction where the Company or such Subsidiary does not file
Tax Returns that the Company or such Subsidiary is or may be subject to taxation
by that jurisdiction.  There are no security interests on any of the
assets of the Company or the Company’s Subsidiaries that arose in connection
with any failure (or alleged failure) to pay any Taxes and, except for liens for
real and personal property Taxes that are not yet due and payable, there are no
liens for any Taxes upon any assets of the Company or the Company’s
Subsidiaries.

     

    (f) No
extension of time with respect to any date by which a Company Tax Return was or
is to be filed is in force, and no written waiver or agreement by the Company or
any of the Company’s Subsidiaries is in force for the extension of time for the
assessment or payment of any Taxes.

     

    (g) Neither
the Company nor any of the Company’s Subsidiaries has granted a power of
attorney, which power of attorney is still in effect as of the date hereof, to
any Person with respect to any Taxes.

     

    (h) Neither
the Company nor any of the Company’s Subsidiaries (i) is a party to any
contract, agreement, plan or arrangement relating to allocating or sharing the
payment of, indemnity for, or liability for, Taxes (other than any such
contract, agreement, plan or arrangement between or among the Company and/or its
Subsidiaries), (ii) is or has ever been a member of any affiliated group
that filed or was required to file an affiliated, consolidated, combined or
unitary Tax Return (other than the group of which the Company or any of the
Company Subsidiaries is the common parent), (iii) has any liability for the
Pre-Closing Tax Period Taxes of another Person pursuant to Treasury
Regulation Section 1.1502-6 (or any comparable provision of Law)
(other than such liability for the group of which the Company or any of the
Company Subsidiaries is the common parent), or (iii) has any liability for


     

     

     

    
      
        
        

      

      
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    Pre-Closing
Tax Period Taxes of any other Person as a transferee or successor, or by
contract or otherwise.

     

    (i) Neither
the Company nor any of the Company’s Subsidiaries is, or has been, a “United
States real property holding corporation” within the meaning of
Section 897(c)(2) of the Code during the applicable period specified in
Section 897(c)(1)(A)(ii) of the Code.  No transaction
contemplated by this Agreement is subject to withholding under Section 1445
of the Code or otherwise.

     

    (j) Neither
the Company nor any of the Company’s Subsidiaries has participated in any
“reportable transaction” within the meaning of Treasury
Regulation Section 1.6011-4(b).

     

    (k) The
Company made a valid election under Subchapter S of the Code to which all
Persons who were shareholders on the date of such election gave their (and if
necessary each shareholder’s spouse gave his or her) consent and such election
became effective on March 18, 1999.  The Company is, and has been
since the date of its incorporation, an S corporation (as defined in
Section 1361 of the Code).  With respect to all states in which
the Company files Tax Returns and which, for state Tax purposes, allow a
corporation to be treated as an “S corporation” or similar entity entitled to
special Tax treatment, all elections for such treatment have been properly and
validly made in such states and the Company has complied at all times with all
applicable requirements and filing procedures for such treatment.

     

    (l) The
Company has not taken or agreed to take any action (nor is it aware of any
agreement, plan or circumstance) that to the Knowledge of the Company is
reasonably likely to prevent the Merger from being treated as a “reorganization”
within the meaning of Section 368(a) of the Code.

     

    (m) Neither
the Company nor any of the Company’s Subsidiaries has been included with any
other entity in any consolidated, combined, unitary or similar return for any
Tax period for which the statute of limitations has not expired (other than a
Tax Return for a group of which the Company or any Company Subsidiary was the
common parent).

     

    (n) Neither
the Company nor any of the Company’s Subsidiaries has been a “distributing
corporation” or a “controlled corporation” in a distribution of stock qualifying
for tax-free treatment under Section 355 of the Code (x) in the two
(2) years prior to the date of this Agreement or (y) in a distribution
which could otherwise constitute part of a “plan” or “series of related
transactions” (within the meaning of Section 355(e) of the Code) in
conjunction with the transactions contemplated by this Agreement.

     

    (o) Neither
the Company nor any of the Company’s Subsidiaries will be required to include
any item of income, or exclude any item of deduction from taxable income, for
any taxable period (or portion thereof) ending after the Closing Date as a
result of:  (i) an installment sale or open transaction
disposition on or before the Closing Date or (ii) any change in method of
accounting for a taxable period ending on or before the Closing
Date.

     

    (p) Gleacher
Partners Ltd. has filed an IRS Form 8832 (Entity Classification Election)
electing classification as a disregarded entity for U.S. federal and state
income Tax purposes, effective on a date prior to the date hereof.

     

     

     

    
      
        
        

      

      
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    (q) Since the
date of its formation, Gleacher Partners (Asia) Ltd. has been an inactive
corporation, has recognized no income and has incurred only a de minimis amount
of expenses.

     

    Notwithstanding
anything to the contrary in this Agreement, it is understood and agreed that no
representation or warranty is made by the Company or its Subsidiaries in respect
of Tax matters in any Section of this Agreement other than this Section 4.24.

     

    Section
4.25 Intellectual Property
Rights.

     

    (a) Section 4.25(a)
of the Disclosure Schedule lists all registered Owned Company Intellectual
Property (other than Trade Secrets).

     

    (b) Except as
set forth in Section 4.25(b)
of the Disclosure Schedule, (i) all registrations for material Owned
Company Intellectual Property are valid and in force in all material respects,
and (ii) all applications to register any unregistered material Owned
Company Intellectual Property Rights are pending and in good standing in all
material respects, all without challenge.  No claims are pending or,
to the Knowledge of the Company, have been threatened in writing to the Company
or any of its Subsidiaries challenging the validity, enforceability or ownership
by the Company or any of its Subsidiaries of any of the material Owned Company
Intellectual Property.

     

    (c) Each item
of material Company Intellectual Property is either:  (i) owned
by the Company or any of its Subsidiaries free and clear of any Liens; or
(ii) rightfully used and authorized for use by the Company or any of its
Subsidiaries pursuant to a valid and enforceable written Contract.

     

    (d) To the
Knowledge of the Company, the activities of the Company and its Subsidiaries,
the Owned Company Intellectual Property and any Company Intellectual Property
licensed exclusively to the Company or any of its Subsidiaries in any field of
use does not infringe, dilute or misappropriate the Intellectual Property of any
third Person.  Neither the Company nor any of its Subsidiaries has
received any written claim or notice from any Person alleging the Company or any
of its Subsidiaries is engaging in any activity that infringes, or that any of
the material Owned Company Intellectual Property or any material Company
Intellectual Property licensed exclusively to the Company or any of its
Subsidiaries in any field of use infringes upon, any Intellectual Property of
any third Person.  Neither the Company nor any of its Subsidiaries has
received any written claim or notice from any Person challenging the Company’s
or any of its Subsidiaries’ ownership or right to use any of the material Owned
Company Intellectual Property or any material Company Intellectual Property
licensed exclusively to the Company or any of its Subsidiaries; and there are no
infringement suits, actions or proceedings pending or, to the Knowledge of the
Company, threatened against the Company or any of its Subsidiaries with respect
to any third Person’s Intellectual Property.  To the Knowledge of the
Company, no Person is engaging in any activity that infringes, dilutes or
misappropriates any of the material Owned Company Intellectual Property or any
material Company Intellectual Property licensed exclusively to the Company or
any of its Subsidiaries in any field of use.

     

     

     

    
      
        
        

      

      
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    Section
4.26 Information Technology;
Security & Privacy.  All material information technology
and computer systems (including Software, information technology and
telecommunication hardware and other equipment) relating to the transmission,
storage, maintenance, organization, presentation, generation, processing or
analysis of data and information whether or not in electronic format, used in or
necessary to the conduct of the business of the Company or any of its
Subsidiaries (collectively, “Company IT Systems”)
have been properly maintained in all material respects by technically competent
personnel, in accordance with standards set by the manufacturers or otherwise in
accordance with standards prudent in the industry, to ensure proper operation,
monitoring and use.  The Company IT Systems are in all material
respects in good working condition to effectively perform all information
technology operations necessary to conduct the business of the Company or any of
its Subsidiaries.  Neither the Company nor any of its Subsidiaries has
experienced within the past three (3) years any material disruption to, or
material interruption in, its conduct of business attributable to a defect, bug,
breakdown or other failure or deficiency of the Company IT
Systems.  The Company and its Subsidiaries have taken commercially
reasonable measures to provide for the back-up and recovery of the data and
information necessary to the conduct of the business of the Company and its
Subsidiaries (including such data and information that is stored on magnetic or
optical media in the ordinary course) without material disruption to, or
material interruption in, the conduct of the business of the Company or any of
its Subsidiaries.  Neither the Company nor any of its Subsidiaries is
in material breach of any material Contract related to any Company IT
System.

     

    Section
4.27 State Takeover
Statutes.  No state takeover or similar statute or regulation
is applicable to the Transaction, this Agreement or any of the transactions
contemplated hereby.

     

    Section
4.28 No
Broker.  No agent, broker, investment banker, financial advisor
or other firm or Person is or will be entitled to any broker’s or finder’s fee
or any other commission or similar fee payable by the Company in connection with
any of the transactions contemplated by this Agreement.

     

    Section
4.29 Regulatory
Matters.  In addition to, and without limiting the generality
of, the foregoing representations and warranties, including, but not limited to,
those contained in Sections 4.3 and
4.4
hereof:

     

    (a) Since
December 31, 2005, the Company and its Subsidiaries have timely filed all
registrations, declarations, reports, notices, forms and other filings required
to be filed by it with the SEC, FINRA, or any other Governmental Authority
(including applicable state securities regulatory bodies), and all amendments or
supplements to any of the foregoing.

     

    (b) The
Company has made available to Parent a copy of the currently effective
Form BD as filed by the Company and its Subsidiaries with the
SEC.  Except as set forth in Section 4.29(b)
of the Disclosure Schedule, the information contained in such form was complete
and accurate in all material respects as of the time of filing thereof and
remains complete and accurate in all material respects as of the date
hereof.

     

    (c) Except
with respect to employees in training or employees who have been employed by the
Company or any of its Subsidiaries for fewer than 90 days, all of the


     

     

     

    
      
        
        

      

      
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    employees
who are required to be licensed or registered to conduct the business of the
Company and its Subsidiaries are duly licensed or registered in each state and
with each Governmental Authority in which or with which such licensing or
registration is so required.

     

    (d) Neither
the Company nor any of its Subsidiaries nor, to the Knowledge of the Company,
any of its or their employees or “associated persons” (as defined in the
Exchange Act) has been the subject of any disciplinary proceedings or orders of
any Governmental Authority arising under applicable Laws.  No such
disciplinary proceeding or order is pending or, to the Knowledge of the Company,
threatened.  Neither the Company nor any of its Subsidiaries nor, to
the Knowledge of the Company, any of its or their employees or associated
persons has been permanently enjoined by the order of any Governmental Authority
from engaging or continuing any conduct or practice in connection with any
activity or in connection with the purchase or sale of any
security.  Neither the Company nor any of its Subsidiaries is or has
been ineligible to serve as a broker-dealer or an associated person of a
broker-dealer under Section 15(b) of the Exchange Act (including being
subject to any “statutory disqualification” as defined in Section 3(a)(39)
of the Exchange Act).  None of the Company’s or any of its
Subsidiaries’ employees or associated persons are or, to the Knowledge of the
Company, have been ineligible to serve as a broker-dealer or an associated
person of a broker-dealer under Section 15(b) of the Exchange Act
(including being subject to any “statutory disqualification” as defined in
Section 3(a)(39) of the Exchange Act).

     

    (e) As of the
date of this Agreement, the Company and its Subsidiaries are, and at all times
until the Closing the Company and its Subsidiaries shall be, in compliance with
Rules 15c3-1 and 15c3-3 under the Exchange Act and FINRA Rule 3130, and as
of the date of this Agreement, the Company and its Subsidiaries have sufficient
net capital such that it is not required to effect an early warning notification
pursuant to Rule 17a-11 under the Exchange Act.

     

    (f) The
information provided by the Company and its Subsidiaries to the Central
Registration Depository with respect to the employees of the Company or any of
its Subsidiaries (including any Form BD, Form U4 or Form U5) is true, accurate
and complete in all material respects.

     

    (g) Each of
the Company and its Subsidiaries and each of its and their respective officers,
employees and “associated persons” (as defined under the Exchange Act) who are
required to obtain a Permit as a broker-dealer, a principal, a representative,
an agent or a salesperson (or any limited subcategory thereof) with the SEC or a
Governmental Authority are duly registered as such and such registrations, all
of which are set forth on Section 4.29(g)
of the Disclosure Schedule, are in full force and effect.  All such
Permits have been complied with in all material respects, and such Permits as
currently filed, and all periodic and other reports required to be filed with
respect thereto, are accurate and complete in all material
respects.  The information contained in such Permits, forms and
reports was true and complete in all material respects as of the date of the
filing thereof, and timely amendments were filed, as necessary, to correct or
update any information reflected in such registrations, forms or
reports.  Section 4.29(g)
of the Disclosure Schedule hereto sets forth all Governmental Authorities with
which any of the Company or its Subsidiaries is registered, licensed, authorized
or approved as a broker-dealer, including any membership in any such


     

     

     

    
      
        
        

      

      
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    Governmental
Authority.  Each of the Company and its Subsidiaries, by virtue of its
broker-dealer activities, is not required to be registered or obtain a Permit in
any jurisdiction other than those listed in Section 4.29(g)
of the Disclosure Schedule.

     

    Section
4.30 Significant
Clients.  Section 4.30 of
the Disclosure Schedule lists, for the current fiscal year through the date of
this Agreement and the three prior fiscal years (i) all of the clients of
the Company and its Subsidiaries that made any payment to the Company or any of
its Subsidiaries during any such period; and (ii) the amounts paid to the
Company and its Subsidiaries by each such client.  Neither the Company
nor any of its Subsidiaries has received notice prior to the date hereof from
any of such clients that a client has a material dispute with the Company, and,
to the Knowledge of the Company as of the date hereof, none of such clients has
any material disputes with the Company or any of its Subsidiaries.

     

    Section
4.31 Absence of Undisclosed
Liabilities.  Except for (a) specifically those
liabilities or obligations described on the Disclosure Schedule, (b) those
liabilities that are reflected or reserved against on the Financial Statements
delivered to Parent prior to the date hereof and (c) liabilities incurred
in the ordinary course of business consistent with past practice since the
Balance Sheet Date or obligations under this Agreement or the Ancillary
Agreements, neither the Company nor any of its Subsidiaries has any liabilities
or obligations of any nature (whether accrued, absolute, contingent or
otherwise) that would be material to the business of the Company and its
Subsidiaries.

     

    Section
4.32 Investment Advisory
Activities.  The conduct of the business of the Company and its
Subsidiaries, as presently conducted and as conducted at all times prior to the
date hereof, does not require the Company or any of its Subsidiaries or any of
their respective officers or employees to be registered as an investment adviser
under the Investment Advisers Act of 1940 or as an investment adviser or
investment adviser representative or agent under the Laws of any Governmental
Authority.

     

    Section
4.33 Information
Supplied.  None of the information supplied or to be supplied
by or on behalf of the Company for inclusion or incorporation by reference in
the Information Statement (as defined below) shall, at the time the Information
Statement is first mailed to the holders of Parent Common Stock, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they are made, not
misleading.

     

    ARTICLE
V

     

    REPRESENTATIONS
AND WARRANTIES OF THE SELLING PARTIES

     

    Except as
set forth in the Disclosure Schedules, each Selling Party hereby represents and
warrants to Parent, severally and not jointly, as of the date hereof and as of
the Closing Date (or as of such other date as may be expressly provided in any
representation or warranty), as to such Selling Party, as follows:

     

    Section
5.1 Ownership of the Company
Shares or Interests.  Such Selling Party is the owner,
beneficially and of record, of the Company Shares set forth opposite such
Selling Party’s 

     

     

     

    
      
        
        

      

      
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    name on
Exhibit A
hereto (or, as applicable, the Interests set forth opposite such Selling Party’s
name on Exhibit A
hereto), free and clear of any and all Liens.  Such Selling Party is
not party to or otherwise bound by, and to the Knowledge of such Selling
Parties, there are no restrictions upon, or voting trusts, proxies or other
agreements or understandings of any kind with respect to, the voting, purchase,
redemption, acquisition or transfer of, or the declaration or payment of any
dividend or distribution on, the Company Shares or Interests, as applicable,
owned by such Selling Party.  Neither the Company Shares nor the
Interests are subject to any preemptive right, right of first refusal or other
right or restriction.  Each Holder represents that it is transferring
the Interests to be transferred by such Holder pursuant to the Interests
Purchase free and clear of any and all Liens.

     

    Section
5.2 Acquisition of Parent
Stock.

     

    (a) Such
Selling Party is an “accredited investor” as such term is defined in
Rule 501 of Regulation D under the Securities Act.

     

    (b) The
Parent Common Stock to be received by such Selling Party as Merger Consideration
or Interests Purchase Consideration, as the case may be, is being acquired by
such Selling Party for its own account for the purpose of investment and not
(A) with a view to, or for sale in connection with, any distribution
thereof in violation of the Securities Act or (B) for the account or
benefit of, as a nominee or agent for, or on behalf of any Person in
circumstances that would preclude Parent and Merger Sub from relying on any
exemption from the registration requirements under the Securities
Act.

     

    (c) Such
Selling Party understands that the Parent Common Stock to be issued to such
Selling Party as Merger Consideration or Interests Purchase Consideration, as
the case may be, will be issued in reliance upon Rule 506 of
Regulation D under the Securities Act or in reliance upon another exemption
from the registration requirements of the Securities Act, and such Selling Party
will not, without the prior written consent of Parent, offer, sell, pledge or
otherwise transfer the Parent Common Stock except as permitted under applicable
Law.

     

    (d) Such
Selling Party has not, and none of its Affiliates or any person acting on behalf
of such Selling Party or any such Affiliate has, engaged or will engage in any
general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) with respect to the Parent Common
Stock.

     

    (e) To the
knowledge of such Selling Party, the Transactions contemplated by this Agreement
(A) have not been pre-arranged with a buyer of the Parent Common Stock in
circumstances that would preclude Parent and Merger Sub from relying on any
exemption from the registration requirements under the Securities Act, and
(B) are not part of a plan or scheme to evade the registration requirements
of the Securities Act.

     

    (f) Such
Selling Party understands that the Parent Common Stock has not been registered
under the Securities Act by reason of a specific exemption therefrom, and may
not be transferred or resold except pursuant to an effective registration
statement or pursuant to an exemption from registration (and based upon an
opinion of counsel reasonably satisfactory to Parent and its counsel) and each
certificate representing the Parent Common Stock will be 

     

     

     

    
      
        
        

      

      
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    endorsed
with the following legends (which Parent shall cause to be removed at such
Selling Party’s request at such time as such transfer restrictions no longer
apply):

     

    (i) “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, GIFTED,
ASSIGNED, DISTRIBUTED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE
DISPOSED OF UNLESS SUCH TRANSFER, SALE, GIFT, ASSIGNMENT, DISTRIBUTION,
CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR DISPOSITION IS DONE
(1) WITH THE WRITTEN CONSENT OF BROADPOINT SECURITIES GROUP, INC.,
(2) PURSUANT TO A TENDER OFFER WITHIN THE MEANING OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, FOR ANY OR ALL OF THE COMMON STOCK OF
BROADPOINT SECURITIES GROUP, INC., (3) IN CONNECTION WITH ANY PLAN OF
REORGANIZATION, RESTRUCTURING, BANKRUPTCY, INSOLVENCY, MERGER OR CONSOLIDATION,
RECLASSIFICATION, RECAPITALIZATION, OR, IN EACH CASE, SIMILAR CORPORATE EVENT OF
BROADPOINT SECURITIES GROUP, INC., (4) THROUGH AN INVOLUNTARY TRANSFER
PURSUANT TO OPERATION OF LAW, OR (5) IN COMPLIANCE WITH THE PROVISIONS OF
AND THE RESTRICTIONS CONTAINED IN THAT CERTAIN AGREEMENT AND PLAN OF MERGER, BY
AND AMONG BROADPOINT SECURITIES GROUP, INC., MAGNOLIA ADVISORY LLC, GLEACHER
PARTNERS INC.  AND THE OTHER PARTIES THERETO (COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY).  IN ADDITION, NO TRANSFER, SALE, GIFT, ASSIGNMENT,
DISTRIBUTION, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR DISPOSITION OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE RULES
AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”) AND ALL APPLICABLE STATE
SECURITIES OR “BLUE SKY” LAWS, OR EXCEPT PURSUANT TO RULE 144 OR REGULATION S OR
OTHER APPLICABLE EXEMPTION UNDER THE ACT.”; and

     

    (ii) Any other
legend required to be placed thereon by applicable United States federal or
state, or other applicable state and foreign securities laws.

     

    Section
5.3 Authorization and Effect of
Agreement.

     

    (a) Such
Selling Party has all requisite right, capacity and authority to execute and
deliver this Agreement and the Ancillary Agreements to which such Selling Party
is or is proposed to be a party and to perform the obligations applicable to
such Selling Party hereunder and under any such Ancillary Agreements and to
consummate the transactions contemplated hereby and thereby.  The
execution and delivery of this Agreement and the Ancillary Agreements by such
Selling Party and the performance by such Selling Party of the obligations
applicable to such Selling Party hereunder and thereunder, as the case may be,
and the consummation of the transactions contemplated hereby and thereby, as the
case may be, have been duly authorized and no other action on the part of such
Selling Party is necessary to 

     

     

     

    
      
        
        

      

      
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    authorize
the execution and delivery of this Agreement and the Ancillary Agreements to
which such Selling Party is or is proposed to be a party or the consummation of
the transactions contemplated hereby or thereby.  This Agreement and
the Ancillary Agreements that have been executed on the date hereof have been,
and, upon execution by the Stockholders at the Closing, each other Ancillary
Agreement will be, duly and validly executed and delivered by such Selling Party
and, assuming due authorization, execution and delivery hereof by the other
parties hereto and thereto, constitutes (or, with respect to such other
Ancillary Agreements, will constitute) legal, valid and binding obligations of
such Selling Party, enforceable against such Selling Party in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting or relating to
creditors’ rights generally and subject, as to enforceability, to general
principles of equity.

     

    (b) If such
Selling Party is a natural person, such Selling Party is competent to execute
and deliver this Agreement and the Ancillary Agreements to which it is or is
proposed to be a party, to consummate the transactions contemplated hereby and
thereby and to comply with the provisions hereof and thereof.  If such
Selling Party is a natural person and is married, and such Selling Party’s
Company Shares (or Interests, as applicable) constitute community property or
such Selling Party otherwise needs spousal or other approval for this Agreement
to be valid and binding, the execution, delivery and performance of this
Agreement, the consummation by such Selling Party of the transactions
contemplated hereby and the compliance by such Selling Party of the provisions
hereof have been duly authorized by, and, assuming the due authorization,
execution and delivery by each of the other parties thereto, constitutes a
legal, valid and binding obligation of, such Selling Party’s spouse, enforceable
against such spouse in accordance with its terms.

     

    Section
5.4 Consents and Approvals; No
Violations.  Except as set forth in Section 5.4 of
the Disclosure Schedule, no filing with, and no Permit or Consent of any
Governmental Authority or any other Person is necessary to be obtained, made or
given by such Selling Party in connection with the execution and delivery by
such Selling Party of this Agreement or any Ancillary Agreement to which such
Selling Party is, or is proposed to be, a party, the performance by such Selling
Party of the obligations applicable to such Selling Party hereunder or
thereunder and the consummation of the transactions contemplated hereby or
thereby.  Neither the execution and delivery by such Selling Party of
this Agreement or any such Ancillary Agreement nor the consummation by such
Selling Party of the transactions contemplated by this Agreement or any such
Ancillary Agreement nor compliance by such Selling Party with any of the
provisions hereof or thereof will (a) if such Selling Party is a trust,
conflict with or result in any breach of any provisions of the trust agreement
or other constitutive documents of such Selling Party, (b) result in a
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, modification,
cancellation or acceleration or loss of material benefits) under any of the
terms, conditions or provisions of any Contract to which such Selling Party is a
party or may otherwise be subject or bound or result in the creation of any Lien
on the Company Shares or Interests, as applicable, owned or held by such Selling
Party or any of the assets or properties of the Company or any of its
Subsidiaries, or (c) violate any Permit or Law applicable to such Selling
Party or to which such Selling Party or any of his, her or its assets or
properties may be subject or bound.

     

     

     

    
      
        
        

      

      
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    Section
5.5 Litigation.  There
is no Proceeding pending or, to the Knowledge of such Selling Party, threatened,
that relates to the ownership of the Company Shares or the Interests, as
applicable, by such Selling Party.  There are no outstanding Orders
imposed by any Governmental Authority that apply, in whole or in part, to the
Company Shares or Interests, as applicable, owned by such Selling
Party.

     

    Section
5.6 Selling Party
Agreements.  Such Selling Party is not a party to, nor is
otherwise bound by, any Contract, including any confidentiality,
non-competition, non-solicitation or proprietary rights agreement, between such
Selling Party and any other Person that will (a) materially and adversely
affect the ability of the Company or any of its Subsidiaries, the Surviving
Company or any of its respective Affiliates to conduct their business from and
after the Closing, or (b) if such Selling Party is an employee, officer or
director of the Company or any of its Subsidiaries, materially impair or
restrict the ability of such Selling Party to operate, control, manage or work
for the Company or any of its Subsidiaries, the Surviving Company or any of its
respective Affiliates from and after the Closing (in each case, other than
Contracts entered into with Parent, Merger Sub or any of their respective
Affiliates in connection with or contemplation of this Agreement).

     

    Section
5.7 Selling Party’s
Affiliates.  Except as set forth in Section 5.7 of
the Disclosure Schedule, such Selling Party is not an Affiliate of, nor
otherwise has any other economic interest in, any other Stockholder or
Holder.

     

    Section
5.8 Short Sales and
Confidentiality Prior to the Date Hereof.  Other than the
transaction contemplated hereunder, such Selling Party has not directly or
indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with such Selling Party, executed any Prohibited Transaction, in
or with respect to the securities of Parent during the period commencing from
the date hereof until the earlier to occur of (i) Parent’s issuance of a
press release disclosing the transactions contemplated hereby and
(ii) Parent’s filing of a Current Report on Form 8-K disclosing the
transactions contemplated hereby.  Other than confidential disclosures
to other Persons party to this Agreement and other than confidential disclosures
made to such Selling Party’s representatives and family members, such Selling
Party has maintained the confidentiality of all disclosures made to it in
connection with this transaction (including through the date hereof the
existence and terms of this transaction).  “Prohibited
Transaction” shall mean any hedging or other transaction which is
designed to or could reasonably be expected to lead to or result in, or be
characterized as, a sale, an offer to sell, a solicitation of offers to buy,
disposition of, loan, pledge or grant of any right with respect to Parent Common
Stock by the Selling Party or any Person acting on behalf of or pursuant to any
understanding with such Selling Party.  Such prohibited hedging or
other transaction could include without limitation effecting any short sale
(whether or not such sale or position is “against the box”) or any purchase,
sale or grant of any right (including, without limitation, any put or call
option) with respect to Parent Common Stock or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from Parent Common Stock.

     

    Section
5.9 Released
Matters.  Such Selling Party has not knowingly assigned or
transferred or purported to assign or transfer to any Person any Released
Matters and no Person other than such Selling Party has any interest in any
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    virtue of
any action or inaction by such Selling Party, except for any such interest
conferred under the Laws of estate or succession.

     

    Section
5.10 Information
Supplied.  None of the information supplied or to be supplied
by or on behalf of such Selling Party for inclusion or incorporation by
reference in the Information Statement (as defined below) shall, at the time the
Information Statement is first mailed to the holders of Parent Common Stock,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading.

     

    ARTICLE
VI

     

    REPRESENTATIONS
AND WARRANTIES OF PARENT AND MERGER SUB

     

    Except as
set forth in the Disclosure Schedules, Parent and Merger Sub each represents and
warrants to the Selling Parties as of the date hereof and as of the Closing Date
(or as of such other date as may be expressly provided in any representation or
warranty) as follows:

     

    Section
6.1 Organization and Good
Standing.  Parent is duly incorporated, validly existing and in
good standing under the laws of the State of New York, and Merger Sub is duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and each of the Buying Parties have all requisite power and authority
to own, lease, operate and otherwise hold its properties and assets and to carry
on its business as presently conducted.  Each of the Buying Parties is
duly qualified or licensed to do business as a foreign corporation and is in
good standing in every jurisdiction in which the nature of the business
conducted by it or the assets or properties owned or leased by it requires
qualification.  Merger Sub is, and has been at all times since the
date of its formation, wholly owned by Parent and a disregarded entity for U.S.
federal and state income Tax purposes.  Parent has provided the
Company and the Selling Parties’ Representative with true, correct and complete
copies of the organizational documents of Merger Sub.  Each Subsidiary
of Parent (i) is duly incorporated or duly formed, as applicable to each
such Subsidiary, and validly existing and in good standing under the laws of its
jurisdiction of organization, (ii) has the requisite corporate power and
authority or other power and authority to own or lease all of its properties and
assets and to carry on its business as it is now being conducted and
(iii) is duly qualified to do business in each jurisdiction in which the
nature of the business conducted by it or the character or location of the
properties and assets owned or leased by it makes such licensing or
qualification necessary.

     

    Section
6.2 Authorization and Effect of
Agreement.  Each of the Buying Parties has all requisite right,
power and authority to execute and deliver this Agreement and the Ancillary
Agreements to which it is or is proposed to be a party and to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.  The execution and delivery of this
Agreement and the Ancillary Agreements to which it is a party and the
performance by the Buying Parties of their obligations hereunder and thereunder,
and the consummation of the transactions contemplated hereby and thereby, have
been duly authorized by the board of directors of Parent, and by the written
consent of Parent, as sole member of Merger Sub and no other corporate or other
action on the part of any Buying Party is necessary to authorize the execution
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    which it
is or is proposed to be a party.  The acquisition by the Selling
Parties who will be officers or directors of Parent after the Merger of the
Parent Common Stock to be issued in the Merger has been approved by the Board of
Directors of Parent and such approval specifies (i) the name of each such
officer or director, (ii) the number of shares of Parent Common Stock to be
received by such officer or director in the Merger and (iii) that the approval
is given for the purpose of exempting the receipt of such shares from the
applicability of Section 16(b) of the Exchange Act pursuant to
Rule 16b-3 promulgated thereunder.  No approval or consent of the
stockholders of Parent is required under applicable Law or under any applicable
contractual obligation in connection with the consummation of the Transactions
other than the consent of the Principal Parent Stockholder set forth in the
Stockholders Consent.  This Agreement and the Ancillary Agreements
have been duly and validly executed and delivered by the Buying Parties and,
assuming due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Buying Parties
enforceable against the Buying Parties in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights generally and subject,
as to enforceability, to general principles of equity.

     

    Section
6.3 Consents and Approvals; No
Violations.  Except for (i) the matters set forth in Section 4.3(i),
(ii), and (iii) hereof;
(ii) the mailing of the Information Statement to Parent’s shareholders;
(iii) such filings as are required to be made with the SEC in connection
with this Agreement under the Exchange Act; and (iv) such filings as may be
made with the SEC and other Governmental Authorities under applicable securities
laws in connection with this Agreement or the Registration Rights Agreement, no
filing with, and no Permit or Consent of any Governmental Authority or any other
Person is necessary to be obtained, made or given by any Buying Party in
connection with the execution and delivery by the Buying Parties of this
Agreement and any Ancillary Agreement to which any Buying Party is a party, the
performance by the Buying Parties of their obligations hereunder and thereunder
and the consummation by the Buying Parties of the Transactions.  The
execution and delivery of this Agreement by each of the Buying Parties and the
execution and delivery by such Buying Party of each Ancillary Agreement to which
such Buying Party is or is proposed to be, a party, the consummation by the
Buying Parties of the transactions contemplated hereby and thereby, and the
compliance by the Buying Parties with any of the provisions hereof or thereof
will not (a) conflict with or result in any breach of any provision of the
certificate of incorporation or by-laws of Parent or the organizational
documents of Merger Sub, (b) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration or loss of
material benefits) under any of the terms, conditions or provisions of any
Contract to which Parent or Merger Sub is a party or otherwise may be subject to
or bound or result in the creation of any Lien (other than Permitted Liens) on
any of the assets or properties of Parent or Merger Sub, or (c) violate any
Permit or Law applicable to Parent or Merger Sub or to which Parent or Merger
Sub or any of its assets or properties may be subject to or bound, except in the
case of (b) or (c), any violation, breach or default which would not have
or would not reasonably be expected to have a Material Adverse Effect on
Parent.

     

    Section
6.4 Litigation.  There
are no Proceedings pending or, to the Knowledge of the Buying Parties,
threatened against the Parent or any of its Subsidiaries or its or their assets,
properties, businesses, or employees that would reasonably be expected to have a
Material Adverse Effect on Parent.  There are no Orders imposed by any
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    or that
apply, in whole or in part, to Parent or any of its Subsidiaries, or its or
their assets, properties, businesses, or employees that would reasonably be
expected to have a Material Adverse Effect on Parent.

     

    Section
6.5 Sufficiency of
Funds.  At the Closing, the Buying Parties shall have available
funds in an amount sufficient to permit them to pay the cash portion of the
Merger Consideration and the Interests Purchase Consideration to be paid at
Closing and related fees and expenses required to be paid by the Buying
Parties.

     

    Section
6.6 Parent Common
Stock.  The Parent Common Stock to be issued pursuant to this
Agreement will be duly authorized, validly issued, fully paid and non-assessable
and will not be subject to preemptive rights created by statute, Parent’s
organizational documents or any agreement to which Parent is a party or by which
it is bound and will be free and clear of all Liens (other than those
restrictions pursuant to the Securities Act) and shall be listed for trading on
the NASDAQ Global Market or such other exchange on which the Parent Common Stock
is then listed or quoted on the date of such issuance.  Subject to the
representations and warranties given by the Company and the Selling Parties in
this Agreement being true and complete, no registration under the Securities Act
is required for the offer and sale of the Parent Common Stock to the Selling
Parties under this Agreement.

     

    Section
6.7 Regulatory
Compliance.

     

    (a) Since
January 1, 2006, Parent has timely filed all reports, statements, forms,
schedules, registration statements, prospectuses, proxy statements, and other
documents, together with any amendments required to be made with respect
thereto, required to be filed by it with the SEC pursuant to the Exchange Act or
the Securities Act, as the case may be (the “Parent SEC
Reports”).  Except as disclosed therein, each of the Parent SEC
Reports, at its effective date (in the case of Parent SEC Reports that are
registration statements), at the meeting date (in the case of Parent SEC Reports
that are proxy statements), or at the time filed, furnished or communicated (in
the case of all other Parent SEC Reports), complied in all material respects
with the applicable requirements of the Exchange Act or the Securities Act, and
the rules and regulations of the SEC promulgated thereunder, each as in effect
on the applicable date referred to above, applicable to such Parent SEC Reports,
and did not, as of the applicable date referred to above, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, except that
information as of a later date (but before the date of this Agreement) shall be
deemed to modify information as of an earlier date.  As of the date of
this Agreement, no executive officer of Parent has failed in any respect to make
the certifications required of him or her under Section 302 or 906 of the
Sarbanes-Oxley Act.

     

    (b) In
addition to, and without limiting the generality of, the other representations
and warranties in this Article VI,
including, but not limited to, those contained in Section 6.3 and
6.9
hereof:

     

    (i) Since
December 31, 2005, Parent and its Subsidiaries have timely filed all
registrations, declarations, reports, notices, forms and other filings required
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    it with
the SEC, FINRA, or any other Governmental Authority (including applicable state
securities regulatory bodies), and all amendments or supplements to any of the
foregoing.

     

    (ii) The
information contained in the currently effective Form BD as filed by Parent and
its Subsidiaries with the SEC was complete and accurate in all material respects
as of the time of filing thereof and remains complete and accurate in all
material respects as of the date hereof.

     

    (iii) Neither
Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any of its
or their employees or associated persons has been permanently enjoined by the
order of any Governmental Authority from engaging or continuing any conduct or
practice in connection with any activity or in connection with the purchase or
sale of any security.  Neither Parent nor any of its Subsidiaries is
or has been ineligible to serve as a broker-dealer or an associated person of a
broker-dealer under Section 15(b) of the Exchange Act (including being
subject to any “statutory disqualification” as defined in Section 3(a)(39)
of the Exchange Act).  None of Parent’s or any of its Subsidiaries’
employees or associated persons are or, to the Knowledge of Parent, have been
ineligible to serve as a broker-dealer or an associated person of a
broker-dealer under Section 15(b) of the Exchange Act (including being
subject to any “statutory disqualification” as defined in Section 3(a)(39)
of the Exchange Act).

     

    (iv) Each of
Parent and its Subsidiaries and each of its and their respective officers,
employees and “associated persons” (as defined under the Exchange Act) who are
required to obtain a Permit as a broker-dealer, a principal, a representative,
an agent or a salesperson (or any limited subcategory thereof) with the SEC or a
Governmental Authority are duly registered as such and such registrations are in
full force and effect.

     

    (c) The
consolidated financial statements of Parent and its Subsidiaries (the “Parent Financial
Statements”) included (or incorporated by reference) in the Parent SEC
Reports (including the related notes, where applicable, and including the
financial statements included in the Current Report on Form 8-K filed by
Parent on February 24, 2009) (i) have been prepared from, and are in
accordance with, the books and records of Parent and its Subsidiaries;
(ii) complied as to form, as of their respective dates of filing with the
SEC, in all material respects with applicable accounting requirements and with
the published rules and regulations of the SEC with respect thereto; and
(iii) were prepared in accordance with GAAP applied on a consistent basis
throughout the periods indicated (except as may be indicated in the notes
thereto or, in the case of unaudited statements, for the absence of footnotes),
and presented fairly the consolidated financial position, results of operations,
changes in stockholders’ equity and cash flows of Parent and the consolidated
Subsidiaries of Parent as of the respective dates thereof and for the respective
periods indicated therein (subject, in the case of unaudited statements other
than those included in the Current Report referenced in the preceding portion of
this sentence, to normal year-end adjustments).  The financial
statements to be included in Parent’s Annual Report on Form 10-K for the
year ended December 31, 2008, shall be consistent in all material respects
with the financial statements included in the Current Report on Form 8-K
filed by Parent on February 24, 2009.

     

     

     

    
      
        
        

      

      
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    (d) Parent
and its Subsidiaries maintain internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

     

    (e) The
records, systems, controls, data and information of Parent and its Subsidiaries
are recorded, stored, maintained and operated under means (including any
electronic, mechanical or photographic process, whether computerized or not)
that are under the exclusive ownership and direct control of Parent (including
all means of access thereto and therefrom), except for any non-exclusive
ownership and non-direct control that would not reasonably be expected to have a
material adverse effect on the system of internal accounting controls described
below in this Section 6.7(e).  Parent
(x) has implemented and maintains disclosure controls and procedures to
ensure that material information relating to Parent and its Subsidiaries is made
known to the chief executive officer and the chief financial officer of Parent
by others within those entities and (y) has disclosed, based on its most
recent evaluation, to Parent’s outside auditors (i) any significant
deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting that are reasonably likely to adversely affect
Parent’s ability to record, process, summarize and report financial information
and (ii) any fraud, whether or not material, that involves management or
other employees who have a significant role in Parent’s internal controls over
financial reporting.  These disclosures were made in writing by
management to Parent’s auditors, true and complete copies of which have been
made available to the Company and the Selling Parties’ Representative before the
date hereof.

     

    Section
6.8 Capitalization of
Parent.

     

    (a) As of
February 27, 2009 (the “Parent Capitalization
Date”), the authorized capital stock of Parent consists of 100,000,000
shares of Parent Common Stock and 1,500,000 shares of preferred
stock.  As of the Parent Capitalization Date, of the shares of Parent
Common Stock authorized:  (i) 80,187,795 shares are outstanding,
(ii) 166,401 shares are held in a rabbi trust to hedge certain deferred
compensation obligations, (iii) 483,601 shares are reserved for issuance
upon the exercise of Parent Common Stock purchase warrants issued to purchasers
of the Parent’s senior notes dated June 13, 2003, (iv) 7,545,996
shares are reserved for issuance upon the exercise of Employee Stock Options,
(v) 8,530,793 shares are reserved for the issuance of Parent Common Stock
upon the settlement of RSU Awards that are currently outstanding,
(vi) 750,000 additional RSU Awards are committed to Lee Fensterstock and
Peter McNierney pursuant to, and in accordance with the schedule in and terms
of, their current employment agreements, (vii) 6,367,325 additional shares
are, as of the Parent Capitalization Date, reserved for issuance pursuant to the
Employee Stock Incentive Plans in respect of future awards under such plans, and
(viii) no other shares of Parent Common Stock are reserved for issuance for
any purpose.  As of the Parent Capitalization Date, of the shares of
Parent preferred stock authorized:  (i) 1,000,000 shares of
Parent’s Series B Mandatory Redeemable Preferred Stock are currently outstanding
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    currently
outstanding and, other than Parent’s Series A Junior Participating Preferred
Stock referred to in the Rights Agreement, no series of Parent preferred stock
has been designated or reserved for issuance.  The Rights Agreement
terminated on March 31, 2008 and, as of the date hereof, (i) the
Rights Agreement has no further force or effect and (ii) the Company has
not taken any action to amend the Rights Agreement to extend its term or to
adopt a new rights agreement.

     

    (b) Neither
Parent nor any of its Subsidiaries has issued any securities in violation of any
preemptive or similar rights.  There are not any bonds, debentures,
notes or other indebtedness of Parent having the right to vote (or convertible
into, or exchangeable for, securities having the right to vote) on any matters
on which holders of Parent Common Stock may vote (“Voting Parent
Debt”).  As of the Parent Capitalization Date, except pursuant
to this Agreement, there are not any Options (i) obligating Parent or any
of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered
or sold, additional shares of capital stock or other equity interests in, or any
security convertible or exercisable for or exchangeable into any capital stock
of or other equity interest in, Parent or of any of its Subsidiaries or any
Voting Parent Debt, (ii) obligating Parent or any of its Subsidiaries to
issue, grant, extend or enter into any such option, warrant, call, right,
security, commitment, Contract, arrangement or undertaking or (iii) that give
any person the right to receive any economic benefit or right similar to or
derived from the economic benefits and rights occurring to holders of Parent
Common Stock.  Parent is not a party to or bound by and, to the
Knowledge the Buying Parties, there are no, restrictions upon, or voting trusts,
proxies or other agreements or understandings of any kind with respect to, the
voting, purchase, redemption, acquisition or transfer of, or the declaration or
payment of any dividend or distribution on, Parent Common Stock or any shares of
the capital stock of or equity interests in any Subsidiary of
Parent.

     

    Section
6.9 Permits; Compliance with
Law.

     

    (a) Parent
and its Subsidiaries hold all material Permits necessary for the ownership and
lease of its and their properties and assets and the lawful conduct of its
business as it is now substantially conducted under and pursuant to all
applicable Laws.  All material Permits have been legally obtained and
maintained and are valid and in full force and effect.  Parent and its
Subsidiaries are in compliance in all material respects with all of the terms
and conditions of all Permits.  To the Knowledge of the Buying
Parties, (i) there has been no material change in the facts or
circumstances reported or assumed in the application for or granting of any
Permits and (ii) no outstanding violations are or have been recorded in
respect of any Permits.  No action, proceeding, claim or suit is
pending or, to the Knowledge of the Buying Parties, threatened, to suspend,
revoke, withdraw, modify or limit any Permit, and, to the Knowledge of the
Buying Parties, no investigation is pending or threatened in writing, to
suspend, revoke, withdraw, modify or limit any Permit.  To the
Knowledge of the Buying Parties, there is no fact, error or admission relevant
to any Permit that could reasonably be expected to result in the suspension,
revocation, withdrawal, material modification or material limitation of, or
could reasonably be expected to result in the threatened suspension, revocation,
withdrawal, material modification or material limitation of, or in the loss of
any Permit.

     

     

     

    
      
        
        

      

      
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    (b) Parent
and its Subsidiaries and its and their properties, assets, operations and
business are currently being, and since December 31, 2006 have been,
operated in compliance in all material respects with all Permits and applicable
Laws except for such noncompliance as has not had or would not reasonably be
expected to have a Material Adverse Effect.

     

    Section
6.10 Absence of Certain
Changes.  Since December 31, 2008, (a) through the
date hereof Parent and its Subsidiaries have been operated in all material
respects in the ordinary course of business consistent with past practice and
(b) there has not occurred any event or condition that, individually or in
the aggregate, has had or is reasonably likely to have a Material Adverse Effect
on Parent.

     

    Section
6.11 Intentionally
Omitted.

     

    Section
6.12 Taxes and Tax
Returns.

     

    (a) All
material Tax Returns required to be filed by or with respect to Parent and
Parent’s Subsidiaries or their respective assets and operations (“Parent Tax Returns”)
have been timely filed (taking into account valid extensions of the time for
filing).  All such Parent Tax Returns (i) were prepared in the
manner required by applicable Law and (ii) are true, complete and accurate
in all material respects.

     

    (b) Parent
and the Parent’s Subsidiaries have timely paid, or caused to be paid, all
material Taxes required to be paid by them, whether or not shown (or required to
be shown) on a Tax Return (except for Taxes being contested in good faith with a
Taxing Authority and for which there is a sufficient reserve (without regard to
deferred Tax assets and liabilities) on the balance sheet included in the Parent
Financial Statements), and Parent and Parent’s Subsidiaries have established, in
accordance with GAAP, a sufficient reserve (without regard to deferred Tax
assets and liabilities) on the balance sheet included in the Parent Financial
Statements for the payment of all material Taxes not yet due and
payable.  Since December 31, 2008, neither Parent nor any of
Parent’s Subsidiaries has incurred any liability for Taxes other than Taxes
incurred in the ordinary course of business.

     

    (c) To the
Knowledge of Parent, there are no examinations or other administrative or court
proceedings relating to material Taxes in progress or pending, and there is no
existing, pending or threatened in writing claim, proposal or assessment against
Parent or any of Parent’s Subsidiaries or relating to its assets or operations
asserting any deficiency for material Taxes.

     

    (d) Parent
has not taken or agreed to take any action (nor is it aware of any agreement,
plan or circumstance) that to the Knowledge of Parent is reasonably likely to
prevent the Merger from being treated as a “reorganization” within the meaning
of Section 368(a) of the Code.

     

    Notwithstanding
anything to the contrary in this Agreement, it is understood and agreed that no
representation or warranty is made by Parent or Merger Sub in respect of Tax
matters in any Section of this Agreement other than this Section 6.12.

     

     

     

    
      
        
        

      

      
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    Section
6.13 Listing and Maintenance
Requirements.  The shares of Parent Common Stock are registered
pursuant to the Exchange Act and are listed on The NASDAQ Global Market, and
Parent has taken no action designed to terminate the registration of Parent
Common Stock or delisting Parent Common Stock from The NASDAQ Global
Market.

     

    Section
6.14 No
Broker.  No agent, broker, investment banker, financial advisor
or other firm or Person is or will be entitled to any broker’s or finder’s fee
or any other commission or similar fee payable by the Buying Parties in
connection with any of the transactions contemplated by this
Agreement.

     

    Section
6.15 Information
Supplied.  None of the information supplied or to be supplied
by or on behalf of the Buying Parties for inclusion or incorporation by
reference in the Information Statement shall, at the date it is first mailed to
the holders of Parent Common Stock, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading.  The Information Statement
will comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations
thereunder.  Notwithstanding the foregoing, no representation is made
by the Buying Parties (in this Section 6.15 or
otherwise) with respect to statements made or incorporated by reference based on
information supplied by or on behalf of the Company or the Selling
Parties.

     

    ARTICLE
VII

     

    COVENANTS

     

    Section
7.1 Operation of the Company
Pending the Closing.  The Company shall not, and the Selling
Parties shall cause the Company and its Subsidiaries not to, take any action
with the purpose of causing any of the conditions to the Buying Parties’
obligations set forth in Article VIII
hereof to not be satisfied.  Except with the prior written consent of
Parent, during the period from the date of this Agreement to the Closing, the
Company shall, and the Selling Parties shall cause the Company and its
Subsidiaries to, comply in all material respects with all applicable Laws and
conduct its and their businesses in all material respects according to its
ordinary and usual course of business and to use all commercially reasonable
efforts consistent therewith (x) to preserve intact its and their present
business operations and material properties, assets and business organizations
and (y) to maintain satisfactory relationships with all customers,
regulators, creditors and others having significant business relationships with
the Company or any of its Subsidiaries.  Without limiting the
generality of the foregoing, and except as set forth in the Disclosure Schedule,
as otherwise provided in this Agreement or as required by applicable Law, during
the period from the date of this Agreement to the Closing, the Company shall
not, and the Selling Parties shall cause the Company and its Subsidiaries not
to, without the prior written consent of Parent (which consent shall not be
unreasonably withheld, conditioned or delayed):

     

    (a) issue,
sell or pledge, or authorize or propose the issuance, sale or pledge of
additional shares of capital stock of any class, or any Options;

     

     

     

    
      
        
        

      

      
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    (b) split,
combine or reclassify any shares of capital stock of the Company or any of its
Subsidiaries or declare, set aside for payment or pay any dividend or
distribution, payable in cash, stock, property or otherwise, with respect to any
of the capital stock of the Company or any of its Subsidiaries, other than any
dividend or distribution of cash and other assets identified in Section 7.1(b)
of the Disclosure Schedule, not reasonably expected to result in a negative Net
Tangible Book Value or a failure to comply with any applicable net minimum
capital requirements or any other applicable Law (provided, however, that the
aggregate amount of any such dividend or distribution of cash and the fair
market value of any other assets identified in Section 7.1(b)
of the Disclosure Schedule shall not exceed $10 million);

     

    (c) enter
into an agreement with respect to any merger, consolidation, liquidation or
business combination involving the Company or any of its Subsidiaries, or any
acquisition or disposition of any material properties, assets or securities of
the Company or any of its Subsidiaries;

     

    (d) terminate,
amend or provide any waiver or consent under any Company Contract other than in
the ordinary course of business, provided that the
Company shall consult with Parent before taking any action pursuant to this
Section 7.1(d)
in the ordinary course of business;

     

    (e) terminate
or amend any Permit issued by FINRA or any other securities regulator or any
other material Permit;

     

    (f) propose
or adopt any amendment to the Company Charter Documents;

     

    (g) (i)
acquire (by merger, consolidation or acquisition of stock or assets) any
corporation, partnership or other business organization or division or line of
business thereof or (ii) make any material investment either by purchase of
stock or securities, contributions to capital, property transfer or purchase of
any property or assets of any Person;

     

    (h) incur any
indebtedness or issue any debt securities or assume, guarantee or endorse the
obligations of any other Person, other than trade payables in the ordinary
course of business which are not material in amount, consistent with past
practice;

     

    (i) pay,
discharge, satisfy or cancel any direct or indirect, primary or secondary,
material liability, indebtedness, obligation, penalty, cost or expense
(including costs of investigation, collection and defense), claim, deficiency,
guaranty or endorsement of or by any Person of any type, whether accrued,
absolute or contingent, liquidated or unliquidated, matured or unmatured, or
otherwise, unless in the ordinary course of business;

     

    (j) (i)
increase in any manner the rate or terms of compensation or Benefit Plans for
any of its directors, officers or other employees, except as may be required
under existing employment agreements or applicable Law, (ii) hire any new
employees or (iii) unless authorized or required by Law, enter into or
amend any employment, bonus, severance or retirement contract or adopt or amend
any Benefit Plan;

     

     

     

    
      
        
        

      

      
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    (k) (i) sell,
lease, transfer or otherwise dispose of, any of its material property or assets
other than in the ordinary course of business consistent with past practice or
(ii) create Liens on any of its material property or assets, other than
Permitted Liens;

     

    (l) sell,
assign, lease, license, transfer or otherwise dispose of, mortgage, pledge or
encumber, any real property or amend in any material respect, terminate, modify
in any material respect, renew or assign any rights under any real property
lease;

     

    (m) sell,
assign, lease, license, transfer or otherwise dispose of, mortgage, pledge or
encumber, any Owned Company Intellectual Property or amend in any material
respect, terminate, modify in any material respect, renew or assign any rights
under any Contract related to any Company Intellectual Property other than in
the ordinary course of business, provided that the
Company shall consult with Parent before taking any action pursuant to this
Section 7.1(m)
in the ordinary course of business;

     

    (n) make any
loans, advances or capital contributions (other than advances for travel and
other normal business expenses to officers and employees), except in the
ordinary course of business;

     

    (o) commit to
make any capital expenditure or fail to make any planned capital expenditures,
or enter into any commitments or transactions not in the ordinary course of
business, in any case involving aggregate value in excess of $100,000, or make
aggregate capital expenditures or commitments in excess of
$100,000;

     

    (p) fail to
maintain all its assets in good repair and condition in all material respects,
except to the extent of wear or use in the ordinary course of business or damage
by fire or other unavoidable casualty;

     

    (q) except as
may be required as a result of a change in applicable Law or GAAP, change any
accounting principles or practices used by the Company or any of its
Subsidiaries;

     

    (r) institute,
settle or dismiss any material action, claim, demand, lawsuit, proceeding,
arbitration or grievance by or before any court, arbitrator or governmental or
regulatory body threatened against, relating to or involving the Company or any
of its Subsidiaries in connection with any business, asset or property of the
Company or any of its Subsidiaries;

     

    (s) enter
into any Contract with a term of more than twelve (12) months or involving the
payment, or provision of goods or services, in excess of $100,000 (other than
Contracts entered into in the ordinary course of business consistent with past
practice or Contracts that can be terminated on no more than 60 days notice
without payment of any fee);

     

    (t) make,
revoke or change any Tax election or change any Tax accounting method, settle or
compromise any Tax liability, or waive or consent to the extension of any
statute of limitations for the assessment and collection of any Tax (this
clause (t) being the sole provision of this Section 7.1
governing Tax matters);

     

     

     

    
      
        
        

      

      
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    (u) either
fail to pay in any material respect the accounts payable or other liabilities of
the Company or any of its Subsidiaries, or fail to pursue to collect in any
material respect any of the accounts receivable or other indebtedness owed to
the Company or any of its Subsidiaries, in a manner consistent with the
practices of the Company prior to the date hereof;

     

    (v) abandon
or fail to maintain in any material respect any registration for or registration
of any Owned Company Intellectual Property; or

     

    (w) authorize,
agree or commit to take any of the foregoing actions.

     

    This
Section 7.1 is
not intended to, in any way, confer overall control of the Company or its
operations to Parent or any of its directors, officers, employees,
Affiliates.  Related Parties or any investment banker, financial
advisor, attorney, accountant or other advisor, agent or representative
(collectively, “Representatives”).  As
of the Closing, the Company and its Subsidiaries shall not, and the Selling
Parties shall cause the Company and its Subsidiaries not to, have any
Indebtedness outstanding or any assets subject to any Liens.  Solely
for purposes of this Section 7.1,
“Indebtedness” and “Liens” shall have the respective meaning given to each such
in the Mast Preferred Stock Purchase Agreement.

     

    Section
7.2 Access.  From
the date of this Agreement until the Closing Date or the termination of this
Agreement, each party will afford the other and each of their authorized
Representatives access at all reasonable times and upon reasonable notice to all
of its and its Subsidiaries’ assets, properties, Personnel and operations and to
all its and its Subsidiaries’ books and records, and each party will permit the
other and each of their authorized Representatives to review its books and
records and to conduct such inspections as they may reasonably request, and the
Company will permit the Buying Parties and each of their authorized
Representatives to review the Financial Statements, subject to compliance with
applicable Law; provided, however, that
(i) such investigation shall not unreasonably interfere with the business
operations of any party; (ii) no party shall be required to provide access
to any information or take any other action that would constitute a waiver of
the attorney-client privilege; (iii) no party need supply the other party
with any information which, in the reasonable judgment of such party, such party
is under a legal obligation not to supply; and (iv) no Stockholder (or
Holder) other than the Selling Parties’ Representative shall have any rights
under this Section 7.2;
provided, however, that in the
case of clause (iii), such party shall promptly provide to the other party
a general description of such information not being supplied and such party
shall use its reasonable best efforts to obtain any consent required to disclose
such information.  Each party will instruct its officers to furnish
such Persons with such financial and operating data and other information with
respect to its business, prospects and properties as such Persons may from time
to time reasonably request.  All information obtained in connection
with such access shall be governed by the Non-Disclosure Agreement between
Parent and the Company dated January 28, 2009 (the “Confidentiality
Agreement”), the terms and provisions of which shall be incorporated by
reference into this Agreement.

     

    Section
7.3 Notification.  The
Company and each of the Selling Parties (only with respect to information within
its, his or her possession) shall promptly notify Parent, and Parent shall
promptly notify the Company, of (i) any fact, change, condition,
circumstance, event, occurrence or non-occurrence that has caused or is
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    or
warranty in this Agreement made by it, him or her to be untrue or inaccurate in
any material respect at any time after the date hereof and prior to the Closing,
(ii) any material failure on its or their part to comply with or satisfy
any covenant, condition or agreement to be complied with or satisfied by it
hereunder or (iii) any litigation, arbitration or administrative proceeding
pending or, to their Knowledge, threatened against the Company or any of its
Subsidiaries, the Stockholders, the Holders, or the Buying Parties, as the case
may be, which challenges the transactions contemplated by this Agreement or any
Ancillary Agreement; provided that each of
the parties hereto agrees that the delivery of any notice pursuant to this Section 7.3
shall not limit, diminish or otherwise affect the remedies available hereunder
to the party receiving such notice, or the representations or warranties of, or
the conditions to the obligations of, the parties hereto.  No failure
to comply with this Section 7.3
shall by itself constitute the failure of any condition set forth in Article VIII, or
by itself give rise to any rights of termination under Article IX or
indemnification under Article X,
except to the extent the underlying matter would independently result in the
failure of a condition set forth in Article VIII or
give rise to any rights of termination or indemnification under Article IX or
X,
respectively.

     

    Section
7.4 Reasonable Best
Efforts.

     

    (a) Upon the
terms and subject to the conditions of this Agreement, the Company, each of the
Selling Parties and the Buying Parties shall use its reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable Laws to consummate and
make effective the Transactions and the transactions contemplated by the
Ancillary Agreements as promptly as practicable, including, without limitation,
(i) the prompt preparation and filing of all forms, registrations, notices
and other filings required to be filed to consummate the Transactions and the
transactions contemplated by the Ancillary Agreements and the taking of such
reasonable best efforts as are necessary to obtain at the earliest practicable
date any approvals, consents, orders, exemptions or waivers of any Governmental
Authority or any other Person, and (ii) using reasonable best efforts to
cause the satisfaction of all conditions to Closing.  Each of Parent,
on the one hand, and the Company and the Selling Parties, on the other hand,
shall promptly consult with the other with respect to, provide any necessary
information with respect to, and provide the other (or its counsel) advanced
copies of, all filings made by such party with any Governmental Authority or any
other Person or any other information supplied by such party to a Governmental
Authority or any other Person in connection with this Agreement and the
transactions contemplated by this Agreement.  The Company shall allow
the Buying Parties to be present and participate in all communications and
meetings with any Governmental Authority.

     

    (b) Without
limiting the generality of the foregoing, (i) as promptly as practicable, but in
no event later than ten Business Days following the execution and delivery
hereof, the Selling Parties shall file or cause to be filed with FINRA a change
of control notice and continuing membership application pursuant to NASD Rule
1017 with respect to Partners (the “Partners FINRA
Notice”) and Parent shall file or cause to be filed with FINRA the FINRA
notice, if required for the Transaction, with respect to Broadpoint Capital,
Inc. (the “Broadpoint
Capital FINRA Notice” and, together with the Partners FINRA Notice, the
“FINRA
Notices”) and (ii) as promptly as practicable, but in no event later than
ten Business Days following the determination that the filing is required by
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    Selling
Parties and Parent shall file or cause to be filed with the United States
Federal Trade Commission (the “FTC”) and the United
States Department of Justice (the “DOJ”) the
notification and report form, if any, required for the Transactions and shall,
as promptly as practicable, file with the FTC and DOJ any supplemental
information requested in connection therewith pursuant to the HSR Act. Any such
notification and report form and supplemental information shall be in
substantial compliance with the requirements of the HSR Act or FINRA rules, as
applicable. Each of the Company, the Selling Parties, Parent and Merger Sub
shall furnish to the other such necessary information and reasonable assistance
as the other may request in connection with its preparation of any filing or
submission that is necessary under the HSR Act or required by
FINRA.

     

    (c) Each
party hereto shall promptly inform the others of any communication from any
Governmental Authority regarding any of the Transactions.

     

    (d) Each of
the Selling Parties agrees that he shall not sell, transfer, pledge,
hypothecate, mortgage or encumber his Company Shares or Interests, as
applicable, other than as contemplated by this Agreement or take any action
reasonably expected to cause the non-satisfaction of the conditions to Closing
set forth in Article VIII
hereof.

     

    Section
7.5 Parent Information
Statement.

     

    (a) As
promptly as practicable following the execution of this Agreement, Parent shall
prepare and, after consultation with and receipt of any comments from the
Company, file with the SEC an information statement (the “Information
Statement”) to be sent to Parent’s stockholders in connection with the
approval through the execution of the Stockholders Consent of the Charter
Amendment and Share Issuance pursuant to the provisions of Section 615 of
the New York Business Corporation Law.  Each of the Company and the
Selling Parties shall cooperate with Parent in connection with the preparation
of the Information Statement and shall furnish all information concerning such
party as Parent may reasonably request in connection with the preparation of the
Information Statement including all information related to the Company and the
Selling Parties required to be set forth in the Information Statement pursuant
to rules and regulations promulgated by the SEC under the Exchange
Act.  Parent, the Company and each of the Selling Parties shall each
use its reasonable best efforts to have the Information Statement cleared by the
SEC as promptly as reasonably practicable after such filing.  Parent
shall use its reasonable best efforts to cause the Information Statement to be
mailed to Parent’s shareholders promptly after the Information Statement is
cleared by the SEC.

     

    (b) Parent
shall promptly notify the Company of (i) the receipt of any comments from
the SEC and all other written correspondence and oral communications with the
SEC relating to the Information Statement and (ii) any request by the SEC
for any amendment or supplement to the Information Statement or for additional
information with respect thereto.  Drafts of the Information Statement
and any amendment or supplement thereto shall be provided to the Company for its
review and comment before Parent files them with the SEC.

     

    (c) If at any
time prior to the Effective Time any party hereto becomes aware of any
information relating to the Company, the Selling Parties or the Buying Parties
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    respective
Affiliates, directors or officers, which should be set forth in an amendment or
supplement to the Information Statement, so that the Information Statement would
not include any misstatement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, such party shall promptly notify the
other parties and an appropriate amendment or supplement describing such
information shall be promptly filed with the SEC and, to the extent required by
law, disseminated to Parent’s shareholders.

     

    Section
7.6 Further
Assurances.  From time to time after the Closing, without
additional consideration, each party hereto will (or, if appropriate, cause its
Affiliates to) execute and deliver such further instruments and take such other
action as may be necessary or reasonably requested by the other party to make
effective the transactions contemplated by this Agreement and the Ancillary
Agreements and to provide the other party with the intended benefits of this
Agreement and the Ancillary Agreements.

     

    Section
7.7 Confidentiality.  The
Selling Parties acknowledge and agree that from and after the date hereof each
Selling Party shall keep confidential any and all information (whether in oral
or written form, electronically stored or otherwise) (i) that is related in any
way to the Company or any of its Subsidiaries or the Buying Parties or
(ii) received from another party that is related to this Agreement, any of
the Ancillary Agreements or the transactions contemplated hereby and thereby
(collectively, “Confidential
Information”); provided that any
Confidential Information that (i) was or becomes generally available to the
public other than as a result of a disclosure by the party receiving such
Confidential Information in violation of this Agreement, (ii) was or
becomes available to a party on a non-confidential basis from a source other
than the party disclosing such Confidential Information or its Representatives;
provided, further, that such
source was not known to the Selling Party to be bound by any agreement or
obligation to keep such information confidential, or (iii) was
independently developed by the party receiving such Confidential Information or
its Representatives without reference to any Confidential Information, shall not
be subject to the restrictions contained in this Section 7.7.  Notwithstanding
anything to the contrary contained herein, a party may disclose the Confidential
Information to its Representatives who need to know such Confidential
Information to evaluate the Transactions or the transactions contemplated by the
Ancillary Agreements, are informed of its confidential nature, and agree to
abide by this Section 7.7.  In
the event that a Selling Party is required by Law, regulation, supervisory
authority or other applicable judicial or governmental order to disclose any
Confidential Information, such Selling Party shall provide Parent with prompt
written notice, unless notice is prohibited by Law, of any such request or
requirement so that Parent may seek a protective order or other appropriate
remedy.  If, failing the entry of a protective order (which the party
required to disclose will use its commercially reasonable efforts to obtain),
the Selling Party required to disclose the Confidential Information is, upon the
advice of its counsel, compelled to disclose such Confidential Information, such
Selling Party may disclose that portion of the Confidential Information that
counsel advises that such Selling Party is compelled to disclose and will
exercise commercially reasonable efforts to obtain assurance to the extent
possible that confidential treatment will be accorded to that portion of the
Confidential Information that is being disclosed.  In any event, any
Selling Party required to disclose the Confidential Information will use its
commercially reasonable efforts to, and will not oppose action by Parent to,
obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the Confidential
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    obligations
under this Section 7.7
shall survive the Closing Date until the second anniversary thereof, provided
that if this Agreement terminates prior to the Closing, this Section 7.7
shall terminate concurrently with the Agreement.

     

    Section
7.8 Consents.  The
parties will use their reasonable best efforts to obtain such Consents and
authorizations of third parties, give notices to third parties and take such
other actions as may be necessary or appropriate in order to effect the
consummation of the transactions contemplated by this Agreement and to enable
the Company and its Subsidiaries to carry on its business after the Closing Date
substantially as such business was conducted by it prior to the Closing Date
including, without limitation, the Consents referred to in Section 4.3.  If
the Company is unable to obtain any such Consent or authorization from any
Person (other than a Governmental Authority) prior to the Closing, following the
Closing until such Consents or authorizations are obtained, the Selling Parties
shall use their reasonable best efforts in cooperation with the Buying Parties
(at the Buying Parties request and expense) to obtain such Consents or
authorizations.

     

    Section
7.9 Tax
Matters.

     

    (a) Parent
shall prepare and file, or cause to be prepared and filed, all Company Tax
Returns for any taxable period ending on, before or including the Closing Date
and with due dates (including extensions) after the Closing Date.  To
the extent any Taxes shown as due on any Tax Return described in this Section 7.9(a)
are indemnifiable by the Selling Parties pursuant to this Agreement, such Tax
Returns shall be prepared in a manner consistent with prior practice unless a
contrary treatment is required by applicable Law, and the Parent shall provide
(or cause the Company and the Company’s Subsidiaries to provide) the Selling
Parties’ Representative with copies of such Tax Returns at least 30 days
prior to the due date for filing thereof (including extensions) for the Selling
Parties’ Representative’s review and approval.  Parent and the Selling
Parties’ Representative shall attempt in good faith to resolve any disagreements
regarding such Tax Returns prior to the due date for filing.  In the
event that Parent and the Selling Parties’ Representative are unable to resolve
any dispute with respect to such Tax Return at least fifteen (15) days
prior to the due date for filing, such dispute shall be resolved by the
Reviewing Accountant, which resolution shall be binding on the
parties.  Notwithstanding the foregoing, nothing contained in this
Section 7.9(a)
shall in any manner terminate, limit or adversely affect any right to receive
indemnification pursuant to any provision in this Agreement.

     

    (b) All
transfer, documentary, sales, use, registration and other such Taxes incurred in
connection with this Agreement and the transactions contemplated hereby shall be
shared equally by the Selling Parties, on the one hand, and the Buying Parties,
on the other; provided that,
notwithstanding anything to the contrary in this Agreement, all transfer,
documentary, sales, use, registration and other such Taxes incurred in
connection with the distribution or transfer of any asset identified in Section
7.1(b) of the Disclosure Schedule shall be borne by the Selling
Parties.  The Buying Parties and the Selling Parties shall cooperate
to the extent necessary in the timely making of all filings, returns, reports
and forms as may be required in connection therewith.

     

     

     

    
      
        
        

      

      
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    (c) All
contracts, agreements or arrangements under which the Company or any of the
Company’s Subsidiaries may at any time have an obligation to indemnify for or
share the payment of or liability for any portion of a Tax (or any amount
calculated with reference to any portion of a Tax) (other than any such
contract, agreement, arrangement between or among the Company and/or its
Subsidiaries) shall be terminated with respect to the Company and any such
Subsidiary as of the Closing Date, and the Company and such Subsidiary shall
thereafter be released from any liability thereunder.

     

    (d) The
Company, the Company’s Subsidiaries, the Buying Parties and the Selling Parties
shall, and shall each cause their Affiliates to, provide to the other
cooperation and information, as and to the extent reasonably requested, in
connection with the filing of any Tax Return, in conducting any audit,
examination, litigation or other proceeding with respect to Taxes or in
connection with any other matter related to Taxes.  Such cooperation
shall include the retention and (upon the other party’s request) the provision
of records and information that are reasonably relevant to any such audit,
litigation or other proceeding and making employees available on a mutually
convenient basis to provide additional information and explanation of any
material provided hereunder.  The Selling Parties, the Buying Parties
and the Company shall, and shall cause their respective Affiliates to
(i) retain all books and records with respect to Tax matters pertinent to
the Company and its Subsidiaries relating to any Pre-Closing Tax Period, and to
abide by all record retention agreements entered into with any Taxing Authority,
and (ii) to give the other party reasonable written notice prior to
destroying or discarding any such books and records and, if the other party so
requests, the Selling Parties and the Buying Parties, as the case may be shall
allow the other party to take possession of such books and
records.  The Selling Parties, the Buying Parties and the Company
further agree, upon request, to use all commercially reasonable efforts to
obtain any certificate or other document from any Governmental Authority or
customer of the Company or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including but not limited to
with respect to the Merger).

     

    (e) Prior to
Closing, each Selling Party shall deliver to the Buying Parties a completed IRS
Form W-9.

     

    (f) The
Buying Parties, the Company and the Selling Parties shall cooperate with each
other and use their respective reasonable efforts to cause the Merger or the
Alternative Structure, as the case may be, to qualify as a “reorganization”
within the meaning of Section 368 of the Code (the “Intended Tax
Treatment”), including (i) not taking any action that is reasonably
likely to prevent the Intended Tax Treatment, (ii) executing such
amendments to this Agreement as may be reasonably required in order to obtain
the Intended Tax Treatment (it being understood that no party will be required
to agree to any such amendment that it determines in good faith materially
adversely affects the value of the transactions contemplated hereby to such
party or its stockholders), and (iii) executing customary letters of
representation in connection with obtaining the opinion referred to in Section 8.3(e).  Unless
waived in writing by the Company, the Company and the Selling Parties shall use
their reasonable best efforts to obtain the opinion referred to in Section 8.3(e),
including by executing the letters referred to in the preceding
clause (iii).  In the event that, for any reason, the Company
learns that the opinion referred to in Section 8.3(e)
cannot be, or may not be, delivered for any reason, it shall deliver prompt
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    shall
have a period of 30 days after delivering such notice to use reasonable
best efforts to find other reputable tax counsel reasonably satisfactory to the
Company to deliver such opinion to the Company.  Neither the Buying
Parties, the Company, the Selling Parties nor any of their respective Affiliates
will take any action or knowingly fail to take any action that would, or is
reasonably likely to, prevent the Merger from qualifying as a “reorganization”
within the meaning of Section 368(a) of the Code.

     

    (g) The
appropriate Selling Parties shall be entitled to any refunds or credits of or
against any Taxes of the Company or any Company Subsidiary related to a
Pre-Closing Tax Period.  Parent shall, and shall cause the Company and
the Company Subsidiaries to, promptly forward to the appropriate Selling Parties
or to reimburse the appropriate Selling Parties (in accordance with their
relative Ownership Percentages) for any refunds or credits due them pursuant to
the terms hereof.

     

    Section
7.10 Employee
Benefits.

     

    (a) From and
after the Effective Time, Parent shall, and shall cause the Surviving Company
to, honor all Benefit Plans and compensation arrangements and agreements in
accordance with their terms as in effect immediately before the Effective
Time.  Notwithstanding the foregoing, Parent and Surviving Company
may, upon at least 60 days notice to participating employees and their employer,
amend any Benefit Plan to cease providing coverage (other than COBRA
continuation coverage, if applicable) to any employee who does not become an
Affected Employee (as defined below).  For the period from the
Effective Time through December 31, 2009 (the “Benefits Continuation
Period”), Parent shall, or shall cause the Surviving Company to, provide
each employee of the Company and its Subsidiaries (each, an “Affected Employee”)
with continued benefits coverage under the Benefit Plans at the same level and
on the same basis (and with the same costs for such Affected Employees) as
provided to each such Affected Employee immediately before the Effective Time,
and following the Benefits Continuation Period, Parent shall, or shall cause the
Surviving Company to, provide each Affected Employee with benefits that are no
less favorable than those provided to similarly situated employees of Parent and
its Subsidiaries (other than the Surviving Company).  From and after
the Effective Time through the Benefits Continuation Period, Parent shall, or
shall cause the Surviving Company to, provide each Affected Employee with at
least the same salary or wage rate and incentive compensation opportunities as
those provided to each such Affected Employee immediately before the Effective
Time.

     

    (b) For
purposes of vesting, eligibility to participate and benefit accrual (other than
for purposes of benefit accruals under any pension plan sponsored by Parent or
its Subsidiaries (other than the Surviving Company and its Subsidiaries)) under
the employee benefit plans of Parent and its Subsidiaries providing benefits to
any Affected Employees after the Effective Time (the “New Plans”), each
Affected Employee shall be credited with his or her years of service with the
Company and its Subsidiaries before the Effective Time, to the same extent as
such Affected Employee was entitled, before the Effective Time, to credit for
such service under any similar Company employee benefit plan in which such
Affected Employee participated or was eligible to participate immediately prior
to the Effective Time (and to the extent there is no a similar Company plan,
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    Company’s
401(k) Plan), provided that the foregoing shall not apply to the extent that its
application would result in a duplication of benefits with respect to the same
period of service.  In addition, and without limiting the generality
of the foregoing:  (i) each Company Employee shall be immediately
eligible to participate, without any waiting time, in any and all New Plans to
the extent coverage under such New Plan is comparable to a Benefit Plan in which
such Affected Employee participated immediately before the consummation of the
Merger (such plans, collectively, the “Old Plans”); and
(ii) for purposes of each New Plan providing welfare benefits to any
Affected Employee, Parent shall, or shall cause the Surviving Company to, cause
all pre-existing condition exclusions and actively-at-work requirements of such
New Plan to be waived for such employee and his or her covered dependents,
unless such conditions would not have been waived under the comparable plans of
the Company or its Subsidiaries in which such employee participated immediately
prior to the Effective Time and Parent shall, or shall cause the Surviving
Company to, cause any eligible expenses incurred by such employee and his or her
covered dependents during the portion of the plan year of the Old Plan ending on
the date such employee’s participation in the corresponding New Plan begins to
be taken into account under such New Plan for purposes of satisfying all
deductible, coinsurance and maximum out-of-pocket requirements applicable to
such employee and his or her covered dependents for the applicable plan year as
if such amounts had been paid in accordance with such New Plan.

     

    (c) The
Company shall take all actions and obtain any waivers or consents as may be
required in order to terminate and fully discharge without further liability of
the Company or the Buying Parties, effective on the Closing Date, any stock
option plans and agreements and any other equity rights plans, agreements or
arrangements.  The Company shall take all actions necessary to ensure
that, as of immediately prior to the Closing, there are no subscriptions,
options, warrants, calls, commitments or other rights of any kind (absolute,
contingent or otherwise) outstanding relating to the issuance, purchase or
receipt of any capital stock (including, without limitation, outstanding,
authorized but unissued, unauthorized, treasury or other shares thereof) or
other equity interest or any debt security or interest of the Company or any of
its Subsidiaries.

     

    Section
7.11 No
Solicitation.  (i) The Company shall, and the Company
shall cause its officers, employees, Subsidiaries, Affiliates, agents and other
representatives to and (ii) each of the Selling Parties shall, and shall
cause their agents, representatives and Affiliates and the Company to,
immediately cease any existing discussions or negotiations with respect to any
Alternative Proposal and shall not, and shall cause such Persons not to,
directly or indirectly, encourage, solicit, participate in, initiate or
facilitate discussions or negotiations with, or provide any information to, any
Person (other than Parent or its directors, officers, employees, Subsidiaries,
Affiliates, agents and other representatives) concerning any Alternative
Proposal.  The Selling Parties and the Company shall immediately
communicate to Parent any such inquiries or proposals regarding an Alternative
Proposal, including the terms thereof.

     

    Section
7.12 Appointment of Eric Gleacher
to Parent Board.  On or prior to the Closing Date, Parent shall
take all such corporate and other actions as are necessary to appoint Eric
Gleacher as a member of the Parent Board and as Chairman of the Parent
Board.  Mr. Gleacher shall be appointed to the class of Parent
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    Parent
Board shall not take any action to remove Eric Gleacher as a director for so
long as Eric Gleacher is employed under his Employment Agreement.

     

    Section
7.13 Lock-up.  Each
Selling Party hereby agrees that any of the shares of Parent Common Stock
received by such Selling Party as Merger Consideration or Interests Purchase
Consideration, as applicable, shall, at all times, be subject to Transfer
Restrictions; provided, however, that such
Transfer Restrictions shall be lifted in full on the day that is five years
following the Closing Date, subject to earlier lifting with respect to a Selling
Party as specified on Schedule I
hereto.

     

    Section
7.14 Private
Offering.  Each Selling Party shall not offer to sell or
otherwise dispose of the Parent Common Stock acquired by it hereunder in
violation of any of the registration requirements of the Securities Act or any
other applicable securities Laws.

     

    Section
7.15 Certain Actions of Parent
Pending Closing.  Parent shall not, and Parent shall cause its
Subsidiaries not to, take any action with the purpose of causing any of the
conditions to the obligations set forth in Article VIII
hereof to not be satisfied, and shall not amend the Parent certificate of
incorporation or bylaws in a manner that would adversely affect the Selling
Parties as compared to other holders of Parent Common Stock.  Except
after consultation with the Selling Parties’ Representative (and, in the case of
any action that would reasonably be expected to impede or materially delay the
Closing, after obtaining the consent of the Selling Parties’ Representative),
during the period from the date of this Agreement to the Closing, Parent shall,
and Parent shall cause its Subsidiaries to, comply in all material respects with
all applicable Laws and conduct its and their businesses in all material
respects according to its ordinary and usual course of business and to use all
commercially reasonable efforts consistent therewith (x) to preserve intact
its and their present business operations and material properties, assets and
business organizations and (y) to maintain satisfactory relationships with
all customers, regulators, creditors and others having significant business
relationships with Parent or any of its Subsidiaries.

     

    Section
7.16 Standstill.  Each
Selling Party agrees that for a period of two years from the date hereof (the
“Standstill
Period”), neither it nor any of its affiliates, alone or with others
comprising a “group” (as defined under the Exchange Act), will in any manner
(1) acquire, agree to acquire, or make any proposal (or request permission
to make any proposal) to acquire any securities (or direct or indirect rights,
warrants or options to acquire any securities) representing in the aggregate two
percent (2%) or more of the voting power of Parent Common Stock (other than the
Parent Common Stock to be issued as Merger Consideration or Interests Purchase
Consideration, as the case may be, and Parent Common Stock that may be issued to
individuals who are among the Selling Parties as employee compensation) or
material property of Parent, unless such acquisition, agreement or making of a
proposal shall have been expressly first approved (or in the case of a proposal,
expressly first invited) by the Parent Board, (2) form, join or in any way
participate in a “group” (as defined under the Exchange Act) with respect to any
securities of Parent or any of its Subsidiaries or otherwise act, alone or in
concert with others, to solicit proxies from shareholders of Parent or otherwise
seek to influence or control the management or policies of Parent or any of its
affiliates (except, in the case of Eric Gleacher, in his role as director,
Chairman of the Parent Board and employee of Broadpoint Capital, Inc., and in
the case of any other Selling Party, in such Selling Party’s role as an employee
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    any of
its Subsidiaries; it being understood that the foregoing shall not prohibit any
such person from expressing his or her views on matters to be voted upon by
stockholders so long as such expressions do not constitute a “solicitation”
necessitating a public filing under the applicable rules of the Exchange Act),
or (3) assist, advise or encourage (including by knowingly providing or
arranging financing for that purpose) any other person in doing any of the
foregoing.  Each Selling Party hereby represents that neither it nor
its affiliates beneficially own any shares of Parent Common Stock as of the date
hereof or as of the Closing Date (other than the Parent Common Stock to be
issued as Merger Consideration or Interests Purchase Consideration, as the case
may be).  Notwithstanding the foregoing, such Selling Party and its
affiliates will not be subject to any of the restrictions set forth in this
paragraph, and this paragraph shall terminate and be of no further force or
effect, if Parent shall have entered into a definitive agreement providing for
(i) any acquisition of a majority of the voting securities of Parent by any
person or group (other than by MatlinPatterson FA Acquisition LLC and its
affiliates (collectively, the “Permitted Holders”)),
(ii) any acquisition or disposition of substantially all the consolidated
assets of Parent by any person or group (other than the Permitted Holders) or
(iii) any form of merger, business combination, acquisition, restructuring,
recapitalization or similar transaction with respect to Parent pursuant to
which, immediately following such transaction, any person (other than the
Permitted Holders) or the direct or indirect shareholders of such person shall
beneficially own a majority of the outstanding voting power of Parent or of the
surviving parent entity in such transaction.

     

    Section
7.17 Termination of Certain
Agreements.  Notwithstanding any provision to the contrary in
this agreement (including Section 7.1), on
or prior to Closing Date, the Selling Parties will cause each of the following
actions to be taken, such that neither the Company nor any Company Subsidiary
shall have any liabilities, obligations or commitment with respect thereto: (w)
(i) terminate or assign to a third party the Letter Agreement, dated as of
August 7, 2006, between the Company and ELMA Philanthropies,
(ii) terminate or assign to a third party the Letter Agreement, dated as of
January 23, 2008, between the Company and Concierge Capital LLC, (iii)
terminate or assign to a third party the Loan Agreement, between Bank of
America, N.A. and Holdings, dated as of July 31, 2008, and (iv) to the extent
that any employee or “associated person” (as defined under the Exchange Act) of
Partners is compensated by, or has any type of compensation arrangement with,
any private investment fund, whereby such person receives “selling compensation”
as defined in FINRA Rule 3040(e)(2), such compensation arrangement shall be
terminated; (x) the Company shall sell or otherwise transfer the real property
owned by the Company on East 87th Street
in New York City; (y) (i) any Debt owing from the Selling Parties to the Company
or any Company Subsidiary shall be repaid, and (ii) any Debt owing from the
Company or any Company Subsidiary to any Selling Party or any person related to
a Selling Party shall be repaid, together with all interest accrued thereon; and
(z) the Company shall cause Partners to terminate or assign to a third party
that certain Management Agreement (as amended), among Gleacher Mezzanine Fund I,
L.P., Gleacher Mezzanine Fund P, L.P. and Partners (f/k/a Gleacher & Co.
LLC), dated as of March 9, 2001.

     

     

     

    
      
        
        

      

      
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    ARTICLE
VIII

     

    CONDITIONS
TO CLOSING

     

    Section
8.1 Conditions to Each Party’s
Obligations.  The respective obligations of each party to
effect the transactions contemplated by this Agreement is subject to the
satisfaction, on or prior to the Closing Date, of the following conditions,
which may be waived (to the extent the Closing may legally be effected despite
the non-fulfillment of such condition) by mutual agreement of Parent and the
Selling Parties’ Representative, as applicable:

     

    (a) Either
(i) written approval shall have been received from FINRA with respect to the
Partners FINRA Notice and, if applicable, the Broadpoint Capital FINRA Notice;
or (ii) (A) thirty (30) calendar days shall have elapsed after the filing of the
Partners FINRA Notice and, if applicable, the Broadpoint Capital FINRA Notice;
(B) the Selling Parties or the Buying Parties shall have notified FINRA that the
parties hereto intend to consummate the Closing without written approval from
FINRA as contemplated by clause (i) above; (C) fifteen (15) calendar days shall
have elapsed following such notice; and (D) FINRA shall not have indicated in
writing that it is considering imposing Material Restrictions on Parent or any
of its Subsidiaries (including the Surviving Company and its Subsidiaries) if
the Closing is effected without written FINRA approval; for purposes of this
Section 8.1(a),
“Material Restrictions” shall mean any condition or restriction imposed in
connection with the Partners FINRA Notice and, if applicable, the Broadpoint
Capital FINRA Notice, that could reasonably be expected to have a material
adverse effect (measured on a scale relative to the Company and its subsidiaries
taken as a whole) on Parent or any of its Subsidiaries (including the Surviving
Company and its Subsidiaries).

     

    (b) There
shall not be in effect any Law of any Governmental Authority of competent
jurisdiction restraining, enjoining or otherwise preventing the consummation of
the Merger or the Interests Purchase and any waiting period applicable to the
consummation of the Merger or the Interests Purchase under the HSR Act shall
have expired or been terminated.

     

    (c) No Order
issued by any Governmental Authority of competent jurisdiction preventing the
consummation of the Merger or the Interests Purchase shall then be in
effect.

     

    (d) At least
20 days shall have elapsed from the mailing of the Information Statement in
accordance with Rule 14c-2(b) under the Exchange Act.

     

    Section
8.2 Conditions Precedent to
Obligations of Parent and Merger Sub.  The obligation of Parent
and Merger Sub to effect the transactions contemplated by this Agreement is
subject to the satisfaction or waiver by Parent (to the extent the Closing may
legally be effected despite the non-fulfillment of such condition) of the
following conditions:

     

    (a) The
representations and warranties of the Company and the Selling Parties in this
Agreement shall be true, complete and accurate in all respects (without regard
to any materiality qualifiers therein) as of the date hereof and at and as of
the Closing with the same effect as though such representations and warranties
had been made at and as of such time, other than representations and warranties
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    the date
hereof (which need only be true and correct as of such date or time); provided, however, that for
purposes of determining the satisfaction of this condition, such representations
and warranties (other than the representations and warranties contained in Section 4.2,
4.5, 4.6, and 5.1, which shall be
true, complete and accurate in all material respects and the representations and
warranties contained in Section 4.13(c)
which shall be true, complete and accurate in all respects) shall be deemed to
be true, complete and accurate in all respects unless the failure or failures of
such representations and warranties to be so true and correct, individually or
in the aggregate, would have a Material Adverse Effect on the
Company.

     

    (b) All of
the terms, covenants and conditions to be complied with and performed by the
Company or any of the Selling Parties on or prior to the Closing Date shall have
been complied with or performed in all material respects.

     

    (c) Parent
shall have received certificates, dated as of the Closing Date, executed on
behalf of the Company and by each Selling Party or the Selling Parties’
Representative on behalf of each such Selling Party certifying that the
conditions specified in Section 8.2(a)
hereof and Section 8.2(b)
hereof have been fulfilled.

     

    (d) Parent
shall have received valid and binding Consents for the Contracts set forth on
Section 8.2(d)
of the Disclosure Schedule.

     

    (e) The
Company shall have repaid in full any and all of the Indebtedness of the Company
and its Subsidiaries, and shall have caused any and all Liens on any of their
assets to be discharged, including those items referenced in Section 4.12 of
the Disclosure Schedule, and shall have delivered to Parent payoff letters (or
other evidence) evidencing such payoff and discharge.  Solely for
purposes of this Section 8.2(e),
“Indebtedness” and “Liens” shall have the respective meaning given to each such
term in the Mast Preferred Stock Purchase Agreement.

     

    (f) Parent
shall have received all deliverables required to be delivered to Parent pursuant
to Section 3.2 and
3.3.

     

    (g) Each of
the Employment and Non-Competition Agreements and no less than 75% of the
Non-Competition Agreements shall be in full force and effect and enforceable
against the Stockholder party thereto and no breach thereof shall have occurred
or been threatened in writing by any party thereto (other than Parent or Merger
Sub).  The Stockholder party to each Employment and Non-Competition
Agreement, and the Stockholders party to 75% of the Non-Competition Agreements,
shall be available and eligible to work immediately following the Closing (other
than those Stockholders not then available due to vacation, maternity leave,
sickness, non-permanent disability or similar temporary absence).

     

    Section
8.3 Conditions Precedent to
Obligations of the Company and the Selling Parties.  The
obligation of the Company and the Selling Parties to effect the transactions
contemplated by this Agreement is subject to the satisfaction or waiver by the
Selling Parties’ Representative (to the extent the Closing may legally be
effected despite the non-fulfillment of such condition) of the following
conditions:

     

     

     

    
      
        
        

      

      
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    (a) The
representations and warranties of Parent and Merger Sub in this Agreement shall
be true, complete and accurate in all respects (without regard to any
materiality qualifiers therein) as of the date hereof and at and as of the
Closing with the same effect as though such representations and warranties had
been made at and as of such time, other than representations and warranties that
speak as of another specific date or time prior to the date hereof (which need
only be true, complete and accurate as of such date or time); provided, however, that for
purposes of determining the satisfaction of this condition, such representations
and warranties (other than the representations and warranties contained in Section 6.2 and
the first sentence of Section 6.8(a),
which shall be true, complete and accurate in all material respects and the
representations and warranties contained in Section 6.10(b)
which shall be true, complete and accurate in all respects) shall be deemed to
be true, complete and accurate in all respects unless the failure or failures of
such representations and warranties to be so true and correct, individually or
in the aggregate, would have a Material Adverse Effect on Parent.

     

    (b) All of
the terms, covenants and conditions to be complied with and performed by Parent
or Merger Sub on or prior to the Closing Date shall have been complied with or
performed in all material respects.

     

    (c) The
Selling Parties’ Representative shall have received a certificate, dated as of
the Closing Date, executed on behalf of Parent and Merger Sub, certifying in
such detail as the Selling Parties may reasonably request that the conditions
specified in Section 8.3(a)
and Section 8.3(b)
hereof have been fulfilled.

     

    (d) The
Selling Parties’ Representative shall have received all deliverables required to
be delivered to the Selling Parties’ Representative pursuant to Section 3.4.

     

    (e) The
Company shall have received the opinion of its counsel, Wachtell, Lipton, Rosen
& Katz, in form and substance reasonably satisfactory to the Company, dated
the Closing Date, substantially to the effect that, on the basis of facts,
representations and assumptions set forth in such opinion that are consistent
with the state of facts existing at the Effective Time, the Merger will be
treated as a “reorganization” within the meaning of Section 368(a) of the
Code.  In rendering such opinion, counsel may require and rely upon
customary representations contained in certificates of officers of Company and
Parent.

     

    ARTICLE
IX

     

    TERMINATION

     

    Section
9.1 Termination.  This
Agreement may be terminated and the transactions contemplated by this Agreement
may be abandoned at any time prior to the Closing:

     

    (a) by mutual
written consent of Parent and the Company;

     

    (b) by Parent
or the Company if:

     

    (i) a
Governmental Authority shall have issued an order, decree or ruling or taken any
other action (which order, decree or ruling or other action the parties shall
use reasonable best efforts to lift), in each case permanently restraining,
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    otherwise
prohibiting the transactions contemplated by this Agreement and such order,
decree, ruling or other action shall have become final and nonappealable;
or

     

    (ii) the
Closing shall not have occurred on or before September 30, 2009; provided, however, that the
right to terminate this Agreement under this Section 9.1(b)(ii)
shall not be available to (A) the Company if the failure of the Closing to
occur on or before such date was proximately caused by any action or failure to
act on the part of any Selling Party or the Company or (B) Parent, if the
failure of the Closing to occur on or before such date was proximately caused by
any action or failure to act on the part of Parent or Merger Sub;

     

    (c) by Parent
if there is a default or breach by the Company or the Selling Parties of any of
their respective covenants or agreements contained herein, or if the
representations or warranties of the Company or the Selling Parties contained in
this Agreement shall have become inaccurate, in either case such that the
conditions set forth in Section 8.2
hereof could not be satisfied and such breach or default or inaccuracy is not
curable or, if curable, has not been cured or waived within thirty (30) calendar
days after written notice to the Company or the Selling Parties, as applicable,
specifying, in reasonable detail, such claimed default, breach or inaccuracy and
demanding its cure or satisfaction; or

     

    (d) by the
Company if there is a default or breach by Parent or Merger Sub with respect to
any of its covenants or agreements contained herein, or if the representations
or warranties of Parent or Merger Sub contained in this Agreement shall have
become inaccurate, in either case such that the conditions set forth in Section 8.3
hereof could not be satisfied and such breach or default or inaccuracy is not
curable or, if curable, has not been cured or waived within thirty (30) calendar
days after written notice to Parent specifying, in reasonable detail, such
claimed default, breach or inaccuracy and demanding its cure or
satisfaction.

     

    Section
9.2 Procedure and Effect of
Termination.  In the event of termination and abandonment of
the transactions contemplated by this Agreement pursuant to Section 9.1
hereof, written notice thereof shall forthwith be given to the other parties to
this Agreement specifying the reasons for such termination and this Agreement
shall terminate (subject to the provisions of this Section 9.2) and
the Transactions shall be abandoned, without further action by any of the
parties hereto.  If this Agreement is terminated as provided
herein:

     

    (a) Upon the
written request therefor, each party will (i) redeliver or
(ii) destroy with certification thereto in form and substance reasonably
satisfactory to the other party, all documents, work papers and other materials
of any other party relating to the transactions contemplated by this Agreement,
whether obtained before or after the execution hereof, to the party furnishing
the same; and

     

    (b) In the
event of the termination and abandonment of this Agreement pursuant to Section 9.1
hereof, this Agreement shall forthwith become void and have no effect, without
any liability on the part of any party hereto or its Affiliates, directors,
officers, agents, advisors, representatives or stockholders, other than the
provisions of Section 7.7 and
Article XI
hereof; provided, however, nothing
contained in this Section 9.2
shall relieve any party from liability for fraud or intentional breach of this
Agreement.

     

     

     

    
      
        
        

      

      
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    ARTICLE
X

     

    SURVIVAL;
INDEMNIFICATION

     

    Section
10.1 Survival of Indemnification
Rights.

     

    (a) The
representations and warranties of the Company and the Selling Parties contained
in Article IV and
Article V
hereof and in any Ancillary Agreement shall survive the Closing and remain in
full force and effect for a period of 18 months following the Closing Date and,
if a written notice for a claim for indemnification pursuant to this Article X (a
“Claims
Notice”) has been provided in good faith by such date, shall remain in
full force and effect with respect to any Outstanding Claim until final
resolution of such Outstanding Claim; provided, that,
except as set forth in clause (i) below, the representations and warranties
contained in Section 4.24
shall not survive the Closing Date; provided, however, the
following representations and warranties shall survive and remain in full force
and effect for the period indicated:

     

    (i) Section 4.2
(Authorization and Effect of Agreement), Section 4.5
(Capitalization of the Company; Accredited Investors), Section 4.6 (No
Subsidiaries), Section 4.14
(Transactions with Affiliates), paragraph (c) of Section 4.23
(Employees), paragraphs (e), (g), (j), (p) and (q) of Section 4.24
(Taxes and Tax Returns), Section 4.28 (No
Broker), Section 5.1
(Ownership of the Company Shares), and Section 5.3
(Authorization and Effect of Agreement) until sixty (60) days following the
expiration of the applicable statute of limitations (including extensions
thereof); provided, however, each such
representation and warranty shall remain in full force and effect with respect
to any Outstanding Claim until final resolution of such Outstanding
Claim.

     

    (b) The
representations and warranties of Parent and Merger Sub contained in Article VI
hereof and in any Ancillary Agreement shall survive the Closing and remain in
full force and effect for a period of 18 months following the Closing Date and,
if a Claims Notice has been provided by such date, shall remain in full force
and effect with respect to any Outstanding Claim until final resolution of such
Outstanding Claim; provided, however, the
following representations and warranties shall survive and remain in full force
and effect for the period indicated:

     

    (i) Section 6.2
(Authorization and Effect of Agreement), Section 6.6
(Parent Common Stock), and Section 6.9 (No
Broker), until sixty (60) days following the expiration of the applicable
statute of limitations (including extensions thereof); provided, however, each such
representation and warranty shall remain in full force and effect with respect
to any Outstanding Claim until final resolution of such Outstanding
Claim.

     

    (c) The
covenants and agreements of the Selling Parties, the Company, Parent and Merger
Sub contained in this Agreement or any Ancillary Agreement that contemplate
performance thereof following the Closing Date shall survive and remain in full
force and effect until fully performed or for the applicable period specified
therein, or if no such period is specified, for the applicable statute of
limitations.  The provision of this Article X shall
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    so long
as any other Section of this Agreement shall survive to the extent
applicable.  None of the Closing, any party’s waiver of any condition
to the Closing or any party’s knowledge of any breach prior to the Closing,
shall constitute a waiver of any of the rights that any such party may have
hereunder (including rights to indemnification) whether by reason of any
investigation by such party or its Representatives, pursuant to Section 7.2
hereof or otherwise.

     

    Section
10.2 Indemnification
Obligations.

     

    (a) Selling Parties
Indemnification Obligations.  Subject to the limitations set
forth in this Article X, each
Selling Party, severally but not jointly, in the proportion to such Selling
Party’s Ownership Percentage as set forth on Exhibit A, shall
indemnify, defend and hold harmless Parent, the Surviving Company, and any
parent, subsidiary, associate, Affiliate, director, officer, stockholder or
agent thereof, and their respective Representatives, successors and permitted
assigns (all of the foregoing are collectively referred to as the “Parent Indemnified
Parties”), from and against all Losses which any such party may suffer,
sustain or become subject to, to the extent relating to:

     

    (i) any
inaccuracy in, or breach of, any representation or warranty made by the Company
or any Selling Party (provided the Parent Indemnified Parties may only seek
indemnification under this Article X for
any inaccuracy in, or breach of, any representation or warranty made by a
Selling Party from such Selling Party) under this Agreement or any Ancillary
Agreement (in each case, without regard to any materiality qualifiers contained
therein, other than any materiality qualifier in Section 4.13(a)
or Section 4.13(c)
of this Agreement and other than with respect to those representations and
warranties requiring a list of “material” items);

     

    (ii) any
breach or non-fulfillment of any covenant or agreement on the part of the
Company or any Selling Party (provided the Parent Indemnified Parties may only
seek indemnification under this Article X for
any breach or non-fulfillment of any covenant or agreement by a Selling Party
from such Selling Party), under this Agreement or any Ancillary
Agreement;

     

    (iii) any fees,
expenses or other payments incurred or owed by the Selling Parties or the
Company to any counsel, advisor, agent, broker, investment banker or other firm
or Person retained or employed in connection with the transactions contemplated
by this Agreement;

     

    (iv) without
duplication of amounts otherwise indemnified hereunder, any (A) Tax of the
Company or any Company Subsidiary related to a Pre-Closing Tax Period, and
(B) Pre-Closing Tax Period Taxes of another Person for which the Company
may be liable pursuant to Treasury Regulation Section 1.1502-6 (or any
comparable provision of Law), as a transferee or successor, or by contract or
otherwise;

     

    (v) (A) any
liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise) of the Company and Holdings (other than liabilities relating to
the real property currently leased by Holdings as the principal offices of the
Company); (B) any liabilities or obligations of any nature (whether
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    otherwise)
of Partners not relating to its investment banking advisory business; and
(C) any liabilities or obligations of any nature (whether accrued,
absolute, contingent or otherwise) relating to JGKP Management, LLC; Gleacher
Fund Advisors LLC; Gleacher Advisors LLC; Gleacher Mezzanine LLC; Gleacher
Mezzanine Fund I, L.P.; Gleacher Mezzanine Fund II, L.P.; Gleacher Mezzanine
Fund P, L.P.; Gleacher CBO 2000-1 Corp.; Gleacher CBO 2000-1 Ltd.; Gleacher
Partners Ltd.; Gleacher Partners (Asia) Ltd.; Gleacher Acquisition Corp.;
Gleacher Acquisition Holdings LLC; Gleacher Investment Administration LLC;
Gleacher Capital LLC; Gleacher Capital Management Corporation; Gleacher
Diversified Strategies Fund LP; Gleacher Diversified Strategies Fund LTD;
Gleacher Equity Opportunity Fund LP; Gleacher Investment Corporation; Gleacher
Strategic Fund Ltd, and any “Passive Investment Vehicle” as defined in the
Trademark Agreement; and

     

    (vi) any
demand for appraisal rights under Section 262 of the DGCL or any other
Proceeding by, or any other liability or obligation in favor of or otherwise
relating to, any Stockholder that is not a Signing Stockholder arising in
respect of such Stockholder’s ownership interest in the Company or that is a
matter that would be a Released Matter if such Stockholder had signed this
Agreement.

     

    For
purposes of this Agreement, in the case of any Straddle Period, (A) the
periodic Taxes of the Company and the Company’s Subsidiaries that are not based
on income or receipts (e.g., property Taxes) for any Pre-Closing Tax Period
shall be computed based upon the ratio of the number of days in the Pre-Closing
Tax Period and the number of days in the entire taxable period, and (B) the
Taxes of the Company and the Company’s Subsidiaries for any Pre-Closing Tax
Period, other than Taxes described in clause (A), shall be computed as if
such taxable period ended on the Closing Date.

     

    (b) Parent Indemnification
Obligations.  Subject to the limitations set forth in this
Article X,
Parent shall indemnify, defend and hold harmless the Selling Parties, and any
parent, subsidiary, associate, Affiliate, director, officer, stockholder or
agent thereof, and their respective Representatives, successors and permitted
assigns (all of the foregoing are collectively referred to as the “Selling Parties Indemnified
Parties”) from and against all Losses which any such party may suffer,
sustain or become subject to, to the extent relating to:

     

    (i) any
inaccuracy in, or breach of, any representation or warranty made by Parent or
Merger Sub under this Agreement or any Ancillary Agreement (without regard to
any materiality qualifiers contained therein, other than any materiality
qualifier in Section 6.10(a)
or Section 6.10(b)
of this Agreement);

     

    (ii) any
breach or non-fulfillment of any covenant or agreement on the part of Parent or
Merger Sub under this Agreement or any Ancillary Agreement; and

     

    (iii) any fees,
expenses or other payments incurred or owed by Parent or Merger Sub to any
counsel, advisor, agent, broker, investment banker or other firm or Person
retained or employed in connection with the transactions contemplated by this
Agreement.

     

     

     

    
      
        
        

      

      
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    Section
10.3 Indemnification
Procedure.

     

    (a) If any
Parent Indemnified Party or Selling Parties Indemnified Party, as the case may
be (such parties, collectively, the “Indemnified Parties”)
intends to seek indemnification pursuant to this Article X, such
Indemnified Party shall notify the party from whom indemnification is being
sought promptly after the Indemnified Party becomes aware of the basis of the
claim for indemnification in the case of a claim that is not a third party claim
(the “Indemnifying
Party”) by providing written notice of such claim to the Indemnifying
Party.  The Indemnified Party will provide the Indemnifying Party with
prompt written notice of any third party claim in respect of which
indemnification is sought.  Such notice will specify in reasonable
detail the basis for such claim, and set forth, if known, the facts constituting
the basis for such claim.  In the case of a third party claim,
promptly following such notice, the Indemnified Party will provide the
Indemnifying Party the notice of claim, pleadings or such other information and
documents in each case received from such third party in connection with the
making of such third party claim by such third party.  The failure to
provide such notice, information and documents will not affect any rights
hereunder except to the extent the Indemnifying Party shall have been prejudiced
as a result of such failure.

     

    (b) If such
claim involves a claim by a third party against the Indemnified Party, the
Indemnifying Party may, within thirty (30) calendar days after receipt of such
notice by the Indemnifying Party and upon notice to the Indemnified Party,
assume, through counsel of its own choosing and at its own expense, the
settlement or defense thereof, and the Indemnified Party shall reasonably
cooperate with them in connection therewith; provided that the
Indemnified Party may participate in such settlement or defense through counsel
chosen by it at the expense of the Indemnified Party; provided, further, that if the
Indemnified Party has been advised by outside counsel that representation by the
Indemnifying Party’s counsel of the Indemnifying Party and the Indemnified Party
is likely to present such counsel with a conflict of interest, then the
Indemnifying Party shall pay the reasonable fees and expenses of one Indemnified
Party’s counsel.  Notwithstanding anything in this Section 10.3(b)
to the contrary, the Indemnifying Party may not, without the prior written
consent of the Indemnified Party (such consent not to be unreasonably withheld,
conditioned or delayed), settle or compromise any action or consent to the entry
of any judgment unless such settlement, compromise or judgment (i) does not
involve any finding or admission of any violation of Law or any violation of the
rights of any Person and would not have any adverse effect on any other claims
that may be made against the Indemnified Party, (ii) does not involve any
relief other than monetary damages that are paid in full by the Indemnifying
Party and (iii) completely, finally and unconditionally releases the
Indemnified Party in connection with such claim and would not otherwise
adversely affect the Indemnified Party.  So long as the Indemnifying
Party is contesting any such claim in good faith, the Indemnified Party shall
not pay or settle any such claim without the Indemnifying Party’s consent, such
consent not to be unreasonably withheld, conditioned or delayed.  If
the Indemnifying Party is not contesting such claim in good faith, then the
Indemnified Party may conduct and control, through counsel of its own choosing
and at the expense of the Indemnifying Party, the settlement (after giving prior
written notice of its intention to do so to the Indemnifying Party and obtaining
the prior written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld, conditioned or delayed, provided that such consent shall
not be required if the Indemnifying Party assumed the defense of a claim but
failed to contest such claim in good faith) or defense thereof, and the


     

     

     

    
      
        
        

      

      
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    Indemnifying
Party shall cooperate with it in connection therewith.  The failure of
the Indemnified Party to participate in, conduct or control such defense shall
not relieve the Indemnifying Party of any obligation it may have
hereunder.

     

    (c) Notwithstanding
anything in Section 10.3(b)
hereof to the contrary, the Selling Parties’ Representative shall control all
proceedings taken in connection with any claim related to Taxes of the Company
or any of the Company’s Subsidiaries for any Pre-Closing Tax Period, provided that
(i) the Selling Parties’ Representative shall keep Parent informed in
respect of all material aspects of such claims and (ii) Parent may also
participate in (but not control) such proceedings at its own
expense.  If Parent elects to participate in any proceedings, all
parties agree to cooperate in the defense or prosecution
thereof.  With respect to any claim related to Taxes of the Company or
any of the Company’s Subsidiaries relating to a Straddle Period, the party which
would bear the burden of the greater portion of the sum of the adjustment, Tax
and any corresponding adjustments or Taxes that may reasonably be anticipated
for future taxable periods shall control such claim; provided, however, that the
controlling party shall not settle or compromise the proceeding without the
prior written consent of the non-controlling party (such consent not to be
unreasonably withheld, conditioned or delayed); provided, further, that the
controlling party shall keep the non-controlling party informed in respect of
all material aspects of such claim and such non-controlling party may also
participate in such proceedings at its own expense.  The payment by
any Parent Indemnified Party of any Tax shall not relieve the Selling Parties of
their obligation under Section 10.2(a).  Notwithstanding
any provision to the contrary contained in this Agreement, if Parent provides
the Selling Parties’ Representative with written notice of a claim in respect of
Section 10.2(a)(iv)
at least 30 days prior to the date on which the relevant Tax is required to
be paid by a Parent Indemnified Party, within that 30-day period the Selling
Parties shall discharge their obligation to indemnify Parent Indemnified Party
against such Tax by making payments to the relevant Taxing Authority or a Parent
Indemnified Party, as directed by Parent, in an aggregate amount equal to the
amount of such Tax.

     

    Section
10.4 Calculation of Indemnity
Payments.  The amount of any Loss for which indemnification is
provided under this Article X shall
be net of any insurance amounts and amounts recovered from other third parties
when and to the extent actually received by the Parent Indemnified Parties with
respect to such Loss provided that no Parent Indemnified Party shall have any
obligation to seek or pursue any insurance recoveries (other than under those
policies covering the Company and its Subsidiaries before the Effective Time) or
seek or pursue recoveries from other third parties (and may terminate, delay or
abandon its seeking or pursuit of any such insurance or other recovery at any
time in its sole discretion).  However, in the event that any Parent
Indemnified Party does not seek or pursue any insurance under policies covering
the Company and its Subsidiaries before the Effective Time or recoveries from
other third parties, such Parent Indemnified Party shall promptly notify the
Selling Parties’ Representative of such fact in writing and the rights of each
Selling Party Indemnifying Party shall be subrogated to any right of action that
the Parent Indemnified Party may have under such insurance policies or against
any other third parties, with respect to any matter giving rise to a claim for
indemnification hereunder.  Any indemnity payment under this Article X shall
be treated as an adjustment to the Purchase Price for Tax purposes to the extent
permitted by Tax Law.  The amount of any Loss for which
indemnification is provided under this Article X shall
be (i) reduced by the amount of the net Tax benefit actually realized by
the Indemnified Party by 

     

     

     

    
      
        
        

      

      
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    reason of
such Loss and (ii) increased to take account of any net Tax cost actually
incurred by the Indemnified Party arising from the receipt or accrual of
indemnity payments hereunder (i.e., grossed-up for such
increase).  For purposes of calculating Losses hereunder with respect
to determining whether the Losses exceed the Deductible for purposes of Section 10.6(a),
any materiality or Material Adverse Effect qualifications in the
representations, warranties, covenants and agreements shall be
ignored.

     

    Section
10.5 Relation of Indemnity to
Post-Closing Payments and Escrow Fund.  Parent may withhold any
amounts otherwise due to be paid, but only on a several and not joint basis, if
there is any Outstanding Claim as against an Indemnifying Party or Parties, in
an amount equal to the Outstanding Claim until such claim is resolved under the
terms hereof.  Parent shall have the right to notify the Escrow Agent
of any claim for indemnification made by any Parent Indemnified Party pursuant
to this Article X.
Promptly following the final determination in accordance with this Article X of any
claim for indemnification made by any Parent Indemnified Party against any
Selling Party pursuant to this Article X, upon
request by Parent, the Selling Parties’ Representative shall execute and deliver
a certificate requesting the Escrow Agent to deliver to Parent a number of
Escrowed Shares with a fair market value (based on the closing price per share
of Parent Common Stock on the business day immediately prior to the date of such
request) equal to the amount of such claim as finally determined in accordance
with this Article X not to
exceed the number of Escrowed Shares then held by the Escrow Agent for the
account of such Selling Party.  On the date that is 18 months after
the Closing Date (the “Termination Date”),
Parent and the Selling Parties’ Representative shall execute and deliver a
certificate requesting the Escrow Agent to deliver to the Selling Parties’
Representative all the Escrowed Shares that remain in the Escrowed Fund, less a
number of Escrowed Shares with a fair market value (based on the closing price
per share of Parent Common Stock on the business day immediately prior to the
Termination Date) equal to the sum of any amounts subject to Outstanding Claims
made by any Parent Indemnified Party pursuant to this Article X that
have not been finally determined in accordance with this Article X before
the Termination Date (the “Reserved Shares”);
provided that
following final resolution of an Outstanding Claim after the Termination Date,
Parent and the Selling Parties’ Representative shall execute and deliver a
certificate requesting the Escrow Agent to deliver to the Selling Parties’
Representative any Reserved Shares with respect to such Outstanding Claim, to
the extent such shares are not to be delivered to a Parent Indemnified Party
pursuant to the third sentence of this Section 10.5 but
only to the extent that the fair market value (based on the closing price per
share of Parent Common Stock on the business day immediately preceding such
final resolution) exceeds the sum of any amounts subject to other Outstanding
Claims made by any Parent Indemnified Party.  For the avoidance of
doubt, all Escrowed Shares delivered to the Escrow Agent pursuant to Section 2.9
hereof shall be available in respect of indemnification claims due hereunder
regardless of whether any particular Stockholder is or had become a Selling
Party.

     

    Section
10.6 Indemnification
Amounts.

     

    (a) Notwithstanding
any provision to the contrary contained in this Agreement, neither the Selling
Parties on the one hand, nor Parent on the other hand, shall be obligated to
indemnify the Parent Indemnified Parties or the Selling Parties Indemnified
Parties, as the case may be, for any Losses pursuant to this Article X unless
and until the dollar amount of all Losses incurred in the aggregate by such
Parent Indemnified Parties or Selling Parties 

     

     

     

    
      
        
        

      

      
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    Indemnified
Parties, as applicable, exceeds $500,000 (the “Deductible”), in
which case the Selling Parties or Parent, as the case may be, will only be
obligated to indemnify the Parent Indemnified Parties or the Selling Parties
Indemnified Parties, as the case may be, for the total amount of Losses in
excess thereof; provided, that in no
event shall the aggregate indemnification obligations of the Selling Parties or
Parent, as the case may be, pursuant to Section 10.2
hereof exceed $15,000,000 (the “Indemnification
Cap”); provided, further, that
notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties
Indemnified Parties’ rights to seek indemnification hereunder for any Losses due
to, resulting from or arising out of the following shall not be subject to, the
Deductible or Indemnification Cap limits contained in this Section 10.6:

     

    (i) fraud,
intentional misconduct or intentional misrepresentation of Parent, the Selling
Parties or the Company;

     

    (ii) any
breach by Parent, the Selling Parties or the Company of any of the covenants or
agreements contained in this Agreement;

     

    (iii) any
breach by the Company or any of the Selling Parties of any representations and
warranties referred to in Section 10.1(a)(i)
hereof and any breach by Parent or Merger Sub of any representations and
warranties referred to in Section 10.1(b)(i)
hereof; or

     

    (iv) the items
set forth in Section 10.2(a)(iii),
(iv), (v) or (vi)) or Section 10.2(b)(iii)
hereof.

     

    Any
indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i),
(ii), (iii) or (iv) hereof shall not
be counted towards or included in the determination of the Indemnification Cap;
provided, however, that
(x) the Selling Parties’ collective total liability under this Article X shall
not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total
liability under this Article X shall
not exceed in the aggregate the sum of $75,000,000 (less any cash consideration
paid by Parent hereunder).

     

    (b) For
purposes of clarification and notwithstanding anything to the contrary in this
Agreement, in no event and under no circumstance shall any Selling Party be
liable for an amount in excess of the product of (x) such Selling Party’s
Ownership Percentage and (y) $75,000,000.

     

    Section
10.7 Exclusive
Remedy.  The parties hereto agree that, from and after the
Closing, the indemnity provisions set forth in this Article X shall
be the sole monetary remedy of Parent, the Company and the Selling Parties after
the Closing for any breach of the representations, warranties or covenants
contained in this Agreement.

     

    Section
10.8 Authorization of the Selling
Parties’ Representative.

     

    (a) By its
execution of this Agreement, each Selling Party shall be deemed to have agreed
to appoint the Selling Parties’ Representative as its agent and attorney-in-fact
for and on behalf of the Selling Parties’ in connection with, and to facilitate
the consummation of the Transactions, and in connection with the activities to
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    Parties
under this Agreement, for the purposes and with the powers and authority
hereinafter set forth in this Section 10.8,
which shall include the full power and authority:

     

    (i) to accept
the Merger Consideration or Interests Purchase Consideration, as the case may
be, on behalf of such Selling Party as contemplated in Section 2.8(a)
and 2.8(e);

     

    (ii) to attend
and supervise the Closing on behalf of such Selling Party;

     

    (iii) to take
such actions and execute and deliver such amendments, modifications, waivers and
consents in connection with this Agreement and the consummation of the
Transactions as the Selling Parties’ Representative, in his reasonable
discretion, may deem necessary or desirable to give effect to the intentions of
this Agreement;

     

    (iv) as the
agent of such Selling Party, to enforce and protect the rights and interests of
such Selling Party and to enforce and protect the rights and interests of the
Selling Parties’ Representative arising out of or under or in any manner
relating to this Agreement and, in connection therewith,
to:  (A) resolve all questions, disputes, conflicts and
controversies concerning indemnification claims pursuant to Article X;
(B) employ such agents, consultants and professionals, to delegate
authority to his agents, to take such actions and to execute such documents on
behalf of such Selling Party in connection with this Agreement as the Selling
Parties’ Representative, in his reasonable discretion, deems to be in the best
interest of the Selling Parties; (C) assert or institute any Proceeding;
(D) investigate, defend, contest or litigate any Proceeding initiated by
any Person against such Selling Party, and receive process on behalf of such
Selling Party in any such Proceeding and compromise or settle on such terms as
the Selling Parties’ Representative shall determine to be appropriate, give
receipts, releases and discharges on behalf of such Selling Party with respect
to any such Proceeding; (E) file any proofs, debts, claims and petitions as
the Selling Parties’ Representative may deem advisable or necessary;
(F) settle or compromise any Proceedings asserted under Article X;
(G) assume, on behalf of such Selling Party, the defense of any Proceeding
that is the basis of any claim asserted under Article X; and
(H) file and prosecute appeals from any decision, judgment or award
rendered in any of the foregoing Proceedings;

     

    (v) to
enforce payment of any other amounts payable to such Selling Party, in each case
on behalf of such Selling Party, in the name of the Selling Parties’
Representative;

     

    (vi) to waive
or refrain from enforcing any right of such Selling Party and/or the Selling
Parties’ Representative arising out of or under or in any manner relating to
this Agreement; and

     

    (vii) to make,
execute, acknowledge and deliver all such other agreements, guarantees, orders,
receipts, endorsements, notices, requests, instructions, certificates, stock
powers, letters and other writings, and, in general, to do any and all things
and to take any and all action that the Selling Parties’ Representative, in his
sole and absolute 

     

     

     

    
      
        
        

      

      
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    discretion,
may consider necessary or proper or convenient in connection with or to carry
out the activities described in paragraphs (i) through (vi) above and the
transactions contemplated by this Agreement.

     

    (b) Parent
and Merger Sub shall be entitled to rely exclusively upon the written
communications of the Selling Parties’ Representative relating to the foregoing
as the communications of the Selling Parties.  Neither Parent, nor
Merger Sub nor any other Parent Indemnified Party shall be held liable or
accountable in any manner for any act or omission of the Selling Parties’
Representative in such capacity.  Without limiting the generality of
the foregoing, any claim for indemnification, and any notice or any other
communication hereunder, on behalf of any Selling Party or Selling Party
Indemnified Party may be made only by the Selling Parties’
Representative.  Any notice or communication delivered to the Selling
Parties’ Representative shall be deemed to have been delivered to each Selling
Party and each Selling Party Indemnified Party for all purposes
hereof.

     

    (c) Each
Selling Party, by its approval of this Agreement, makes, constitutes and
appoints the Selling Parties’ Representative as such Selling Party’s true and
lawful attorney-in-fact for and in such Selling Party’s name, place, and stead
and for its use and benefit, to prepare, execute, certify, acknowledge, swear
to, file, deliver, or record any and all agreements, instruments or other
documents, and to take any and all actions, that are within the scope and
authority of the Selling Parties’ Representative provided for in this Section 10.8.  The
grant of authority provided for in this Section 10.8(c)
is coupled with an interest and is being granted, in part, as an inducement to
the parties hereto to enter into this Agreement and shall be irrevocable and
survive the death, incompetency, bankruptcy or liquidation of any Selling Party
and shall be binding on any successor thereto.

     

    (d) In the
event the Selling Parties’ Representative becomes unable to perform his
responsibilities hereunder or resigns from such position, the Selling Parties
(acting by the vote of the Selling Parties who immediately prior to the Closing
held in the aggregate an Ownership Percentage of more than 50%) shall select
another representative to fill the vacancy of the Selling Parties’
Representative, and such substituted representative shall be deemed to be a
Selling Parties’ Representative for all purposes of this Agreement and the
Ancillary Agreements.

     

    Section
10.9 Compensation;
Exculpation.

     

    (a) The
Selling Parties’ Representative shall not be entitled to any fee, commission or
other compensation for the performance of service hereunder; provided, however, the
reimbursement of fees, costs and expenses incurred by the Selling Parties’
Representative in connection with performing the services pursuant to this
Agreement shall be made from the Selling Parties by periodic payments during the
course of the performance of service, as and when bills are received or expenses
incurred.

     

    (b) In
dealing with this Agreement and any instruments, agreements or documents
relating hereto, and in exercising or failing to exercise all or any of the
powers conferred upon the Selling Parties’ Representative hereunder or
thereunder (i) the Selling Parties’ Representative shall not assume any,
and shall incur no, responsibility whatsoever to any 

     

     

     

    
      
        
        

      

      
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    Selling
Party by reason of any error in judgment or other act or omission performed or
omitted hereunder or in connection with this Agreement or any Ancillary
Agreement, unless by the Selling Parties’ Representative’s willful and
intentional misconduct, and (ii) the Selling Parties’ Representative shall
be entitled to rely on the advice of counsel, public accountants or other
independent experts experienced in the matter at issue, and any error in
judgment or other act or omission of the Selling Parties’ Representative
pursuant to such advice shall in no event subject the Selling Parties’
Representative to liability to any Selling Party unless by the Selling Parties’
Representative’s gross negligence or willful and intentional
misconduct.  Except as set forth in the previous sentence,
notwithstanding anything to the contrary contained herein, the Selling Parties’
Representative, in his role as Selling Parties’ Representative, shall have no
liability whatsoever to Merger Sub or any other Person.

     

    (c) All of
the immunities and powers granted to the Selling Parties’ Representative under
this Agreement shall survive indefinitely.

     

    (d) None of
the Selling Parties shall have any right of contribution against the Company or
any of the Company Subsidiaries with respect to any breach by the Company or the
Stockholders of any of their respective representations, warranties, covenants
or agreements contained in this Agreement.

     

    ARTICLE
XI

     

    MISCELLANEOUS
PROVISIONS

     

    Section
11.1 Notices.  All
notices and other communications required or permitted hereunder will be in
writing and, unless otherwise provided in this Agreement, will be deemed to have
been duly given when delivered in person or sent via facsimile (with
confirmation), or one (1) Business Day after having been dispatched by a
nationally recognized overnight courier service to the appropriate party at the
address specified below:

     

    
      
        
          
            
              	 
      	
                      (a)

                    	
                      If
      to the Buying Parties, to:

                    	 
      
	 	 	 	 
	 
      	 
      	
                      Broadpoint
      Securities Group, Inc.

                    	 
      
	 
      	 
      	
                      12
      East 49th
      Street, 31st
      Floor

                    	 
      
	 
      	 
      	
                      New
      York, New York 10117

                    	 
      
	 
      	 
      	
                      Attention:
      General Counsel

                    	 
      
	 
      	 
      	
                      Fax:  212-273-7320

                    	 
      
	 	 	 	 
	 
      	 
      	
                      with
      a copy to:

                    	 
      
	 	 	 	 
	 
      	 
      	
                      Sidley
      Austin llp

                    	 
      
	 
      	 
      	
                      787
      Seventh Avenue

                    	 
      
	 
      	 
      	
                      New
      York, New York 10019

                    	 
      
	 
      	 
      	
                      Attention:  Duncan
      N. Darrow

                    	 
      
	 
      	 
      	
                      Gabriel
      Saltarelli

                    	 
      
	 
      	 
      	
                      Fax:
      212-839-5599

                    	 
      


            

          

        

      

       

       

       

      
        
          
          

        

        
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      (b) If to the
Company (prior to the Closing), any Selling Party or the Selling Parties’
Representative to:

       

      
        
          
            	 
      	
                    Gleacher
      Partners Inc.

                  	 
      
	 
      	
                    660
      Madison Avenue

                  	 
      
	 
      	
                    New
      York, New York 10065

                  	 
      
	 
      	
                    Attention:
      Eric Gleacher

                  	 
      
	 
      	
                    Fax:
      212-752-2711

                  	 
      
	 	 	 
	 
      	
                    with
      a copy to:

                  	 
      
	 	 	 
	 
      	
                    Wachtell,
      Lipton, Rosen & Katz

                  	 
      
	 
      	
                    51
      West 52nd Street

                  	 
      
	 
      	
                    New
      York, New York 10019

                  	 
      
	 
      	
                    Attention:   Edward
      D. Herlihy

                  	 
      
	 
      	
                    Nicholas
      G. Demmo

                  	 
      
	 
      	
                    Fax:
      212-403-2000

                  	 
      


          

        

      

    

     

     

    or to
such other address or addresses or facsimile number as any such party may from
time to time designate as to itself by like notice.

     

    Section
11.2 Expenses.  Regardless
of whether any or all of the Transactions contemplated by this Agreement are
consummated, and except as otherwise expressly provided herein, direct and
indirect expenses incurred in connection with the negotiation and preparation of
this Agreement and the consummation of the Transactions contemplated hereby
shall be borne by the party incurring such expenses; provided, however, the Selling
Parties shall bear all of the Company’s direct and indirect expenses incurred
prior to the Closing Date in connection with the negotiation and preparation of
this Agreement and the consummation of the Transactions contemplated hereby,
including, but not limited to, the fees and expenses of all legal, accounting,
consultant, agent, advisor, brokerage and other fees and expenses incurred in
connection with the Transactions and shall deliver to Parent at Closing such
proof of the payment of such expenses as Parent may reasonably
request.

     

    Section
11.3 Successors and
Assigns.  No party to this Agreement may assign any of its
rights under this Agreement without the prior written consent of the other
parties hereto.  Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties
hereto.  Notwithstanding anything to the contrary in this Section 11.3,
upon written notice to the Selling Parties, Parent and Merger Sub shall be
permitted to assign this Agreement and the rights and obligations under it to a
wholly-owned direct or indirect Subsidiary of Parent; provided that in the
event of any such assignment, Parent shall remain liable in full for the
performance of its, Merger Sub’s and any such Subsidiaries’ obligations
hereunder.  Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement (whether
as an original signatory hereto or through the execution of a supplemental
agreement whereby such party agrees to be bound by the terms and conditions of
this Agreement as if he or she was an original signatory hereto) any legal or
equitable right, remedy or claim 

     

     

     

    
      
        
        

      

      
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    under or
with respect to this Agreement or any provision of this
Agreement.  This Agreement and all of its provisions and conditions
are for the sole and exclusive benefit of the parties to this Agreement and
their successors and assigns.

     

    Section
11.4 Extension;
Waiver.  Parent may, by written notice to the Selling Parties’
Representative (a) extend the time for performance of any of the
obligations of the Company or any Selling Party under this Agreement,
(b) waive any inaccuracies in the representations or warranties of the
Company or any Stockholder contained in this Agreement or (c) waive
compliance with any of the obligations or covenants of the Company or any
Stockholder under this Agreement.  The Company (on or prior to the
Closing) and Selling Parties’ Representative (after the Closing) may, by written
notice to Parent (a) extend the time for performance of any of the
obligations of Parent or Merger Sub under this Agreement, (b) waive any
inaccuracies in the representations or warranties of Parent or Merger Sub
contained in this Agreement or (c) waive compliance with any of the
obligations or covenants of Parent or Merger Sub under this
Agreement.  Except as provided in the two immediately preceding
sentences, no action taken pursuant to this Agreement will be deemed to
constitute a waiver of compliance with any representations, warranties,
conditions or covenants contained in this Agreement and will not operate or be
construed as a waiver of any subsequent breach, whether of a similar or
dissimilar nature.

     

    Section
11.5 Entire
Agreement.  This Agreement, which includes the Disclosure
Schedules and Exhibits hereto, supersedes any other agreement, whether written
or oral, that may have been made or entered into by any party relating to the
matters contemplated by this Agreement and together with the Confidentiality
Agreement constitutes the entire agreement by and among the parties
hereto.  The fact that any item or information has been included on
any of the Disclosure Schedules to this Agreement shall not be construed to
establish, in whole or in part, any standard of the extent disclosure is
required (including any standard of materiality), for purposes of the Disclosure
Schedules or this Agreement.

     

    Section
11.6 Amendments, Supplements,
Etc.  This Agreement may be amended or supplemented only by
written agreement signed by the party against whom the enforcement of such
amendment is sought.

     

    Section
11.7 Applicable Law; Waiver of
Jury Trial.

     

    (a) This
Agreement shall be governed by and construed under the laws of the State of New
York (without regard to the conflict of law principles thereof).

     

    (b) Each of
the parties hereby irrevocably submits to the jurisdiction of any state or
federal court located in Manhattan, New York City solely in respect of the
interpretation and enforcement of the provisions of this Agreement and of the
documents referred to in this Agreement, and in respect of the transactions
contemplated hereby, and hereby waive, and agree not to assert, as a defense in
any action, suit or proceeding for the interpretation or enforcement hereof or
of any such document, that it is not subject thereto or that such action, suit
or proceeding may not be brought or is not maintainable in said court or that
the venue thereof may not be appropriate or that this Agreement or any such
document may not be enforced in or by such court, and the parties hereto
irrevocably agree that all claims with 

     

     

     

    
      
        
        

      

      
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    respect
to such action or proceeding shall be heard and determined in such
court.  The parties hereby consent to and grant any such court
jurisdiction over the person of such parties and agree that mailing of process
or other papers in connection with any such action or proceeding in the manner
provided in Section 11.1
hereof or in such other manner as may be permitted by applicable law shall be
valid and sufficient service thereof.

     

    (c) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.7(c).

     

    Section
11.8 Execution in
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement.

     

    Section
11.9 Invalid
Provisions.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future Law, and if the
rights or obligations under this Agreement of the Selling Parties (or the
Company before the Closing) on the one hand and Parent or Merger Sub (or the
Surviving Company after the Closing) on the other hand will not be materially
and adversely affected thereby, (a) such provision will be fully severable,
(b) this Agreement will be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement will remain in full force
and effect and will not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Agreement and (d) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be
possible.

     

    Section
11.10 Publicity.  Except
as otherwise required by applicable Law or the rules and regulations of any
national securities exchange, no party shall issue any press release or
otherwise make any public statement with respect to the transactions
contemplated by this Agreement without prior consultation with and consent (not
to be unreasonably withheld or delayed) of (i) Parent and (ii) prior
to the Closing, the Company and, after the Closing, the Selling Parties’
Representative.

     

     

     

    
      
        
        

      

      
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    Section
11.11 Specific Performance;
Equitable Remedies.

     

    (a) The
parties hereto agree that, in addition to any other remedies available at law or
under this Agreement, if any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached,
irreparable damage could occur, no adequate remedy at law would exist and
damages could be difficult to determine, and that the parties shall be entitled
to specific performance of the terms hereof, in addition to any other rights or
remedies at law or under this agreement.  The parties further agree
that no party hereto shall be required to obtain, furnish or post any bond or
similar instrument in connection with or as a condition to obtaining any remedy
referred to in this Section 11.11,
and the parties irrevocably waive any right any party may have to require the
obtaining, furnishing or posting of any such bond or similar
instrument.  The parties hereto agree that, in the event of any breach
or threatened breach by the other party of any covenant or obligation contained
in this Agreement, the non-breaching party shall be entitled (in addition to any
other remedy that may be available to it under this Agreement, including
monetary damages) to seek and obtain (a) a decree or order of specific
performance to enforce the observance and performance of such covenant or
obligation, and (b) an injunction restraining such breach or threatened
breach.

     

    Section
11.12 SELLING PARTY
RELEASE.  EFFECTIVE AS OF THE CLOSING, EACH SELLING PARTY DOES
FOR ITSELF, HIMSELF OR HERSELF, AND ITS, HIS OR HER RESPECTIVE AFFILIATES,
PARTNERS, HEIRS, BENEFICIARIES, SUCCESSORS AND ASSIGNS, IF ANY, RELEASE AND
ABSOLUTELY FOREVER DISCHARGE THE SURVIVING COMPANY AND ITS OFFICERS, DIRECTORS,
STOCKHOLDERS, AFFILIATES, EMPLOYEES AND AGENTS (EACH, A “RELEASED PARTY”) FROM
AND AGAINST ALL RELEASED MATTERS.  “RELEASED MATTERS”
MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS,
COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES),
ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO
THE CLOSING DATE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT
SUCH SELLING PARTY NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE
IN THE FUTURE, AS A STOCKHOLDER, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR
EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY
MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ITS
AFFAIRS WITH RESPECT TO THE COMPANY ON OR BEFORE THE CLOSING DATE; PROVIDED THAT
RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT PURSUANT TO THIS AGREEMENT, THE
TRANSACTIONS OR THE DOCUMENTS AND INSTRUMENTS DELIVERED HEREUNDER, ANY RIGHTS
UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES OR ANY
RIGHTS UNDER EARNED  BUT UNPAID COMPENSATION AND BENEFITS
PROVIDED UNDER THE BENEFIT PLANS IN ACCORDANCE WITH THEIR TERMS.  IT
IS THE INTENTION OF THE SELLING PARTIES IN EXECUTING THIS RELEASE, AND IN GIVING
AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN
THIS SECTION 11.12
SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL
RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH
SELLING PARTY AND THE RELEASED PARTIES OF ALL RELEASED MATTERS.

     

     

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

     

     

    NOTWITHSTANDING
ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS
SECTION 11.12
WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION
WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT
INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED
PARTY.  THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 11.12
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 11.12,
WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

     

     

    
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	BROADPOINT
      SECURITIES GROUP, INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/
      Lee Fensterstock 	 
	 	Name:	Lee
      Fensterstock 	 
	 	Title: 	Chairman
      and Chief Executive Officer	 
	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

     

     

     

    
       

      
        
          
          

        

        
          Signature
Page to Agreement and Plan of Merger

          
            

          

        

        
          
          

        

      

       

    

     

     

     

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

     

     

    
      
        
          
            
              
                
                  
                    
                      	 	MAGNOLIA
      ADVISORY LLC	 
	 	 	 
	 	By:
      BROADPOINT SECURITIES GROUP, INC., 	 
	 	Its
      Managing Member 	 
	 	 	 
	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/
      Lee Fensterstock 	 
	 	Name:	Lee
      Fensterstock 	 
	 	Title: 	Chairman
      and Chief Executive Officer	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

    

     

     

     

     

    
      
        
        

      

      
        Signature
Page to Agreement and Plan of Merger

        
          

        

      

      
        
        

      

    

     

     

    
       

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

       

       

      
        
          
            
              
                
                  	 	GLEACHER
      PARTNERS INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/
      Jeffrey Tepper	 
	 	Name:	Jeffrey
      Tepper 	 
	 	Title: 	Director	 
	 	 	 	 


                

              

            

          

        

      

       

       

       

       

      
        
          
          

        

        
          
            [Signature
page of Gleacher Partners Inc. to the Merger Agreement]

          

          
            

          

        

        
          
          

        

      

       

       

      
         

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

         

         

        
          
            
              
                
                  
                    	 	Kenneth
      Ryan	 
	 	 	 
	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Kenneth
      Ryan 	 
	 	Name:	Kenneth
      Ryan 	 
	 	Title: 	Holder	 
	 	 	 	 


                  

                

              

            

          

        

         

         

         

         

        
          
            
            

          

          
            
              [Signature
page of Kenneth Ryan

              (as
Holder of interests in Gleacher Holdings LLC) to the Merger
Agreement]

            

            
              

            

          

          
            
            

          

        

         

         

         

        
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

           

           

          
            
              
                
                  
                    
                      	 	Harry
      Bond	 
	 	 	 
	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/
      Harry Bond	 
	 	Name:	Harry
      Bond 	 
	 	Title: 	Holder	 
	 	 	 	 


                    

                  

                

              

            

          

           

           

           

           

          
            
              
              

            

            
              
                [Signature
page of Harry Bond

                (as
Holder of interests in Gleacher Holdings LLC) to the Merger
Agreement]

              

              
                

              

            

            
              
              

            

          

           

           

          
             

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

             

             

            
              
                
                  
                    
                      
                        	 	Eric
      Gleacher	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/ Eric
      Gleacher 	 
	 	Name:	Eric
      Gleacher	 
	 	Title: 	Stockholder	 
	 	 	 	 


                      

                    

                  

                

              

            

             

             

             

             

            
              
                
                

              

              
                
                  [Signature
page of Eric Gleacher

                  (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                

                
                  

                

              

              
                
                

              

            

             

             

            
               

              IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

               

               

              
                
                  
                    
                      
                        
                          	 	Jeffrey
      Tepper	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	/s/ Jeffrey
      Tepper 	 
	 	Name:	Jeffrey
      Tepper	 
	 	Title: 	Stockholder	 
	 	 	 	 


                        

                      

                    

                  

                

              

               

               

               

               

              
                
                  
                  

                

                
                  
                    [Signature
page of Jeffrey Tepper

                    (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

               

              
                 

                IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                 

                 

                
                  
                    
                      
                        
                          
                            	 	Kenneth
      Ryan	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/
      Kenneth Ryan	 
	 	Name:	Kenneth
      Ryan 	 
	 	Title: 	Stockholder	 
	 	 	 	 


                          

                        

                      

                    

                  

                

                 

                 

                
                   

                  
                    
                      
                      

                    

                    
                      
                        [Signature
page of Kenneth Ryan

                        (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                

                 

                
                   

                  IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                   

                   

                  
                    
                      
                        
                          
                            
                              	 	Mark
      McGrath	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/ Mark
      McGrath 	 
	 	Name:	Mark
      McGrath	 
	 	Title: 	Stockholder	 
	 	 	 	 


                            

                          

                        

                      

                    

                  

                   

                   

                  
                     

                     

                    
                      
                        
                        

                      

                      
                        
                          [Signature
page of Martk McGrath

                          (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                  

                   

                  
                     

                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                     

                     

                    
                      
                        
                          
                            
                              
                                	 	Joseph
      Donohue	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/
      Joseph Donohue	 
	 	Name:	Joseph
      Donohue 	 
	 	Title: 	Stockholder	 
	 	 	 	 


                              

                            

                          

                        

                      

                    

                     

                     

                    
                       

                      
                        
                          
                          

                        

                        
                          
                            [Signature
page of Joseph Donohue

                            (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                    

                    
                       

                       

                      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                       

                       

                      
                        
                          
                            
                              
                                
                                  	 	Robert
      Kost	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	/s/
      Robert Kost	 
	 	Name:	Robert
      Kost	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                

                              

                            

                          

                        

                      

                       

                       

                       

                      
                         

                         

                        
                          
                            
                            

                          

                          
                            
                              [Signature
page of Robert Kost

                              (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                      

                      
                        
                           

                          
                             

                             

                            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                             

                             

                            
                              
                                
                                  
                                    
                                      
                                        	 	Per-Arne
      Weiner	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	/s/
      Per-Arne Weiner	 
	 	Name:	Per-Arne
      Weiner	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                      

                                    

                                  

                                

                              

                            

                             

                             

                             

                            
                               

                               

                              
                                
                                  
                                  

                                

                                
                                  
                                    [Signature
page of Per-Arne Weiner

                                    (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                              
                                 

                                
                                   

                                   

                                  IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                   

                                   

                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	Jeremy
      Parker	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                       

                                                    	
                                                      By:
      

                                                    	/s/
      Jeremy Parker	 
	 	Name:	Jeremy
      Parker	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                   

                                   

                                   

                                  
                                     

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                          [Signature
page of Jeremy Parker

                                          (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                    
                                       

                                      
                                         

                                         

                                        IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                         

                                         

                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	Marie
      Gentile	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                             

                                                          	
                                                            By:
      

                                                          	/s/
      Marie Gentile	 
	 	Name:	Marie
      Gentile	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                  

                                                

                                              

                                            

                                          

                                        

                                         

                                         

                                         

                                        
                                           

                                           

                                          
                                            
                                              
                                              

                                            

                                            
                                              
                                                [Signature
page of Marie Gentile

                                                (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                              

                                              
                                                

                                              

                                            

                                            
                                              
                                              

                                            

                                          

                                          
                                             

                                            
                                               

                                               

                                              IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                               

                                               

                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	William
      Payne	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                   

                                                                	
                                                                  By:
      

                                                                	/s/
      William Payne	 
	 	Name:	William
      Payne	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                               

                                               

                                               

                                              
                                                 

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                      [Signature
page of William Payne

                                                      (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                

                                                
                                                   

                                                  
                                                     

                                                     

                                                    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                                     

                                                     

                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 	Bernard
      Ferrari	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                         

                                                                      	
                                                                        By:
      

                                                                      	/s/
      Bernard Ferrari	 
	 	Name:	Bernard
      Ferrari	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                     

                                                     

                                                     

                                                    
                                                       

                                                       

                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
                                                          
                                                            [Signature
page of Bernard Ferrari

                                                            (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                                          

                                                          
                                                            

                                                          

                                                        

                                                        
                                                          
                                                          

                                                        

                                                      

                                                      
                                                         

                                                        
                                                           

                                                           

                                                          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                                           

                                                           

                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	Donald
      Kempf	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                               

                                                                            	
                                                                              By:
      

                                                                            	/s/
      Donald Kempf	 
	 	Name:	Donald
      Kempf	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                           

                                                           

                                                           

                                                          
                                                             

                                                             

                                                            
                                                              
                                                                
                                                                

                                                              

                                                              
                                                                
                                                                  [Signature
page of Donald Kempf

                                                                  (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                                                

                                                                
                                                                  

                                                                

                                                              

                                                              
                                                                
                                                                

                                                              

                                                            

                                                            
                                                               

                                                              
                                                                 

                                                                 

                                                                IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                                                 

                                                                 

                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 	Mr. Ruehl	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                                     

                                                                                  	
                                                                                    By:
      

                                                                                  	/s/
      Bruce D. Ruehl	 
	 	Name:	Mr. Ruehl	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                                 

                                                                 

                                                                 

                                                                
                                                                   

                                                                   

                                                                  
                                                                    
                                                                      
                                                                      

                                                                    

                                                                    
                                                                      
                                                                        [Signature
page of Mr. Ruehl

                                                                        (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                                                      

                                                                      
                                                                        

                                                                      

                                                                    

                                                                    
                                                                      
                                                                      

                                                                    

                                                                  

                                                                  
                                                                     

                                                                    
                                                                       

                                                                       

                                                                      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                                                       

                                                                       

                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	 	Ashleigh
      Swayze	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                                           

                                                                                        	
                                                                                          By:
      

                                                                                        	/s/
      Ashleigh Swayze	 
	 	Name:	Ashleigh
      Swayze	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                       

                                                                       

                                                                       

                                                                      
                                                                         

                                                                         

                                                                        
                                                                          
                                                                            
                                                                            

                                                                          

                                                                          
                                                                            
                                                                              [Signature
page of Ashleigh Swayze

                                                                              (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                                                            

                                                                            
                                                                              

                                                                            

                                                                          

                                                                          
                                                                            
                                                                            

                                                                          

                                                                        

                                                                        
                                                                           

                                                                          
                                                                             

                                                                             

                                                                            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                                                             

                                                                             

                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 	Scot
      Guido	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                                                 

                                                                                              	
                                                                                                By:
      

                                                                                              	/s/
      Scot Guido	 
	 	Name:	Scot
      Guido	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                             

                                                                             

                                                                             

                                                                            
                                                                               

                                                                               

                                                                              
                                                                                
                                                                                  
                                                                                  

                                                                                

                                                                                
                                                                                  
                                                                                    [Signature
page of Scot Guido

                                                                                    (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]

                                                                                  

                                                                                  
                                                                                    

                                                                                  

                                                                                

                                                                                
                                                                                  
                                                                                  

                                                                                

                                                                              

                                                                              
                                                                                 

                                                                                
                                                                                   

                                                                                   

                                                                                  IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                                                                   

                                                                                   

                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	 	Richard
      Trabulsi	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                                                                       

                                                                                                    	
                                                                                                      By:
      

                                                                                                    	/s/
      Richard Trabulsi	 
	 	Name:	Richard
      Trabulsi	 
	 	Title: 	Stockholder	 
	 	 	 	 


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                   

                                                                                   

                                                                                   

                                                                                  
                                                                                     

                                                                                    
                                                                                      
                                                                                        [Signature
page of Richard Trabulsi

                                                                                        (as
Stockholder of Gleacher Partners Inc.) to the Merger
Agreement]