AGREEMENT

     

    This
Agreement (the "Agreement"), dated as
of November 8, 2009, is entered into by and between Sanders Morris Harris Group
Inc., a Texas corporation (together with its successors, the "Company"), and
Fletcher International, Ltd., a company domiciled in Bermuda (together with its
successors, the "Purchaser").

     

    The
parties hereto agree as follows:

     

    1.           Purchase and
Sale.  In consideration of and upon the basis of the
representations, warranties and agreements and subject to the terms and
conditions set forth in this Agreement:

     

    (a)           Subject
to satisfaction or, if applicable, waiver of the relevant conditions set forth
in Sections 13 and 14 hereof and subject to the provisions of Section 7(c)
hereof, Purchaser agrees to purchase (the "Investment") from the
Company, and the Company agrees to issue and sell to Purchaser at 9:30 a.m. New
York time no later than November 12, 2009 or at such other date and time as
Purchaser and the Company shall mutually agree (such date, the "Closing Date"), in
accordance with Section 3, One Million Seventy One Thousand Four Hundred Twenty
Nine (1,071,429) shares of Common Stock (as hereinafter defined) at a price per
share equal to $7.00 (the "Investment
Price").  In addition, the Company shall issue to Purchaser on
the Closing Date a Warrant in the form attached hereto as Annex A (the "Warrant") evidencing
rights to purchase from the Company, subject to the terms and conditions set
forth in the Warrant, up to an aggregate amount of shares of Common Stock as set
forth in the Warrant.  Purchaser shall have the right to exercise rights
under the Warrant in the manner, and subject to the terms, specified in the
Warrant.

     

    (b)           If
any of the conditions set forth in Section 13 hereof are not satisfied or waived
on or prior to 9:30 a.m. New York City time on the Closing Date or if the
Company fails to perform its obligations on the Closing Date (including delivery
of all shares of Common Stock issuable on such date) for any reason other than
the Purchaser's failure to satisfy the conditions required by Section 14 hereof,
then in addition to all remedies available to the Purchaser at law or in equity,
the Purchaser may, at its sole discretion and at any time, elect to consummate
the Investment or not, in its sole discretion, on a later date specified in
writing by Purchaser to the Company.

     

    (c)           As
used herein,

     

    (i)           "Business Day" means
any day on which the Common Stock may be traded on Nasdaq or, if not admitted
for trading on Nasdaq, any day other than a Saturday, Sunday or holiday on which
banks in New York City are required or permitted to be closed;

     

    (ii)          "Cashless Exercise"
means, with respect to the Warrant, Cashless Exercise as defined
therein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (iii)         "Common Shares" means
the Common Stock issuable pursuant to Section 1(a), upon
exercise of the Warrant and all other shares of Common Stock issuable under this
Agreement or the Warrant;

     

    (iv)         "Common Stock" means
the common stock of the Company, par value $0.01, provided that after a
change in control, it shall refer to the most widely held class of equity of the
Acquiring Person (as defined below).

     

    (v)          "Daily Market Price"
means, on any date, the amount per share of the Common Stock (or, for purposes
of determining the Daily Market Price of the common stock of an Acquiring
Person, the common stock of such Acquiring Person), equal to (i) the daily
volume-weighted average price, calculated to the nearest ten thousandth (i.e.,
four decimal places (.xxxx)), on Nasdaq or, if no sale takes place on such date,
the average of the closing bid and asked prices, calculated to the nearest ten
thousandth (i.e., four decimal places (.xxxx)), on Nasdaq thereof on such date,
in each case as reported by Bloomberg, L.P. (or by such other Person (as defined
below) as Purchaser and the Company may agree), or (ii) if such Common Stock (or
the common stock of an Acquiring Person) is not then listed or admitted to
trading on Nasdaq, the higher of (x) the book value per share thereof as
determined by any firm of independent public accountants of recognized standing
selected by Company and reasonably acceptable to Purchaser as of the last
calendar day of the most recent month ending before the date as of which the
determination is to be made and (y) the fair market value per share thereof
determined in good faith by an independent, nationally recognized appraisal firm
selected by Purchaser and reasonably acceptable to the Company (whose fees and
expenses shall be borne by the Company), subject in each case to adjustment for
stock splits, recombinations, stock dividends and the like.

     

    (vi)         "Investment Amount"
means, with respect to the Investment or any exercise of the Warrant, the
aggregate amount paid or to be paid by the Purchaser or by the Holder (as
defined in the Warrant) (or deemed to have been paid in the case of Cashless
Exercise) on the Closing Date or exercise of the Warrant.

     

    (vii)        "Material Adverse
Effect" means any material adverse effect with respect to (A) the
business, properties, assets, operations, results of operations, revenues,
prospects or condition, financial or otherwise, of the Company and its
subsidiaries taken as a whole, (B) the legality, validity or enforceability of
the Agreement, the Warrant, Registration Statement or Prospectus (as defined
below), or (C) the Company's ability to perform fully on a timely basis its
obligations under the Agreement or the Warrant.  Without limiting the
foregoing, any breach of Section 5(m) hereof shall be deemed to constitute a
Material Adverse Effect.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (viii)       "Nasdaq" means the
Nasdaq Global Market, but if the Nasdaq Global Market is not then the principal
U.S. trading market for the Common Stock, then "Nasdaq" shall be
deemed to mean the principal U.S. national securities exchange registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") on
which the Common Stock, or such other applicable common stock, is then traded,
or if such Common Stock, or such other applicable common stock, is not then
listed or admitted to trading on any national securities exchange, then the OTC
Bulletin Board.

     

    (ix)         "Person" means an
individual or a corporation, partnership, trust, incorporated or unincorporated
association, limited liability company, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

     

    2.           Warrant
Delivery.  The duly executed Warrant shall be delivered by hand
to Purchaser as Purchaser instructs in writing on the Closing
Date.  The delivery of the Warrant shall be deemed to occur
simultaneously with the deliveries on the Closing Date as part of a single
transaction, and no delivery shall be deemed to have been made until all such
deliveries have been made.

     

    3.           Closing.  The
closing of the Investment (the "Closing") shall be
via facsimile on the Closing Date in the manner set forth below.  At
the Closing, the following deliveries shall be made:

     

    (a)           Common
Stock.  The Company shall deliver to Purchaser, at the
Company's expense, One Million Seventy One Thousand Four Hundred Twenty Nine
(1,071,429) shares of Common Stock at a price per share equal to the Investment
Price.  Such shares shall be issued in the name of and delivered to
the Purchaser via the Depository Trust Company's Deposit and Withdrawal at
Custodian (or DWAC) system.

     

    (b)           Purchase
Price.  Purchaser shall cause to be wire transferred to the
Company, in accordance with the wire instructions set forth in Annex E hereto, Seven
Million Five Hundred Thousand Dollars ($7,500,000) in immediately available
United States funds.

     

    (c)           Closing
Documents.  The closing documents required by Sections 13 and
14 shall be delivered to Purchaser and the Company, respectively.

     

    The
deliveries specified in this Section 3, and delivery of the Warrant, shall be
deemed to occur simultaneously as part of a single transaction, and no delivery
shall be deemed to have been made until all such deliveries have been
made.

     

    4.           [Reserved].

     

    5.           Representations and
Warranties of the Company.  The
Company (which for purposes of this Section 5 includes each of its direct and
indirect subsidiaries) hereby represents and warrants to Purchaser on the date
hereof, on the Closing Date and on each consummation of the Warrant exercise, as
follows:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (a)           The
Company has authorized the sale and issuance of all shares of Common Stock
issuable under this Agreement or under the Warrant (the "Offering").  The
Offering, and any subsequent issuance of shares of Common Stock upon each
exercise of the Warrant, has been or will be registered under the Securities Act
of 1933, as amended (the "Securities Act")
pursuant to the Company's Registration Statement on Form S-3 (Registration No.
333-155455) as amended or replaced (the "Registration
Statement").


    (b)           The
Company was incorporated and is existing and in good standing under the laws of
the state of Texas or, after the Closing Date, if another entity has succeeded
the Company in accordance with the terms hereof, under the laws of its
jurisdiction of incorporation.

     

    (c)           Except
as otherwise contemplated by this Agreement, the execution, delivery and
performance of this Agreement and the Warrant (including the authorization,
sale, issuance and delivery of the shares of Common Stock issuable hereunder and
thereunder) have been duly authorized by all requisite corporate action and no
further consent or authorization of the Company, its Board of Directors or its
stockholders is required.

     

    (d)           This
Agreement has been duly executed and delivered by the Company and, when this
Agreement is duly authorized, executed and delivered by Purchaser, will be a
valid and binding agreement enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally and to general principles of equity.  The issuance of the
shares of Common Stock issuable hereunder and under the Warrant is not and will
not be subject to any preemptive right or rights of first refusal that have not
been properly waived or complied with and will not trigger any antidilution or
similar rights that have not been properly waived.

     

    (e)           The
Company has full corporate power and authority necessary to (i) own and
operate its properties and assets, execute and deliver this Agreement,
(ii) perform its obligations hereunder and under the Warrant (including,
but not limited to, the issuance of the shares of Common Stock issuable
hereunder and under the Warrant) and (iii) carry on its business as presently
conducted and as presently proposed to be conducted.  The Company and
its subsidiaries are duly qualified and are authorized to do business and are in
good standing as foreign corporations in all jurisdictions in which the nature
of their activities and of their properties (both owned and leased) makes such
qualification necessary, except for those jurisdictions in which failure to do
so would not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect on (i) the business affairs, assets, results of
operations or prospects of the Company or any of its subsidiaries, or (ii) the
transactions contemplated by, or the Company's ability to perform under, this
Agreement or the Warrant.

     

    (f)           No
consent, approval, authorization or order of any court, governmental agency or
other body is required for execution and delivery by the Company of this
Agreement or the performance by the Company of any of its obligations hereunder
and under the Warrant.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (g)           Neither
the execution and delivery by the Company of this Agreement nor the performance
by the Company of any of its obligations hereunder and under the
Warrant:

     

    (i)           violates,
conflicts with, results in a breach of, or constitutes a default (or an event
which with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) or creates any rights in respect of any Person
under (A) the certificates of incorporation or by-laws of the Company or any of
its subsidiaries, (B) any decree, judgment, order, law, treaty, rule, regulation
or determination of any court, governmental agency or body, or arbitrator having
jurisdiction over the Company or any of its subsidiaries or any of their
respective properties or assets, (C) the terms of any bond, debenture,
indenture, credit agreement, note or any other evidence of indebtedness, or any
agreement, stock option or other similar plan, lease, mortgage, deed of trust or
other instrument to which the Company or any of its subsidiaries is a party, by
which the Company or any of its subsidiaries is bound, or to which any of the
properties or assets of the Company or any of its subsidiaries is subject, (D)
the terms of any "lock-up" or similar provision of any underwriting or similar
agreement to which the Company or any of its subsidiaries is a party or (E) a
any rule or regulation of the Financial Industry Regulatory Authority, Inc.
(successor entity to National Association of Securities Dealers, Inc.) ("FINRA") or Nasdaq;
or

     

    (ii)          results
in the creation or imposition of any lien, charge or encumbrance upon any shares
of Common Stock issuable hereunder or under the Warrant or upon any of the
properties or assets of the Company or any of its subsidiaries.

     

    (h)           When
issued to Purchaser against payment therefor, each share of Common Stock
issuable hereunder and each share of Common Stock issuable upon each exercise of
the Warrant:

     

    (i)           will
have been duly and validly authorized, duly and validly issued, fully paid and
non-assessable;

     

    (ii)          will
be free and clear of any security interests, liens, claims or other
encumbrances; and

     

    (iii)         will
not have been issued or sold in violation of any preemptive or other similar
rights of the holders of any securities of the Company.

     

    (i)
           The Company
satisfies all continued listing criteria of the Nasdaq Global Market or the
other Stock Exchange on which the Common Shares are listed for
trading.  No present set of facts or circumstances known to the
Company will (with the passage of time or the giving of notice or both or
neither) cause any of the Common Stock to be delisted from the Nasdaq Global
Market.  All of the Common Shares will, when issued, be duly listed
and admitted for trading on all of the markets where shares of Common Stock are
traded.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (j) 
          There is no pending
or, to the best knowledge of the Company, threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company or any of its affiliates that would affect
the execution by the Company of, or the performance by the Company of its
obligations under, this Agreement or the Warrant.

     

    (k)           Since
January 1, 2006, none of the Company's filings with the United States Securities
and Exchange Commission under the Securities Act or under Section 13 or 15(d) of
the Exchange Act, including the financial statements, schedules, exhibits and
results of the Company's operations and cash flow contained therein (each an
"SEC Filing"),
contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.  Since
January 1, 2006, there has not been any pending or, to the best knowledge
of the Company, threatened action, suit, proceeding or investigation before any
court, governmental agency or body, or arbitrator having jurisdiction over the
Company or any of its subsidiaries that will or is reasonably likely to result
in a Material Adverse Effect except as disclosed in the Company's SEC Filings on
or before the date immediately prior to and excluding the date
hereof.  Since the date of the Company's most recent SEC Filing, there
has not been, and the Company is not aware of, any development or condition that
is reasonably likely to result in, any material change in the condition,
financial or otherwise, or in the business affairs, assets, revenues, operations
or prospects of the Company and its subsidiaries, whether or not arising in the
ordinary course of business.  The Company's SEC Filings made before
and excluding the Closing Date fully disclose all material information
concerning the Company and its subsidiaries.

     

    (l) 
          Immediately prior to
the Closing Date, the authorized capital stock of the Company consists of One
Hundred Million (100,000,000) shares of Common Stock, par value $0.01 per share
and Ten Million (10,000,000) shares of preferred stock, par value $0.10 per
share.  As of November 6, 2009, (i) Twenty-Eight Million Four Hundred
Ninety-Two Thousand Eight Hundred Forty-Six (28,492,846) shares of Common Stock
are issued and outstanding, and Six Hundred Seventeen Thousand Eight Hundred
Seven (617,807) shares of Common Stock are currently reserved and subject to
issuance upon the exercise of outstanding stock options, warrants or other
convertible rights, and (ii) One Million Fifty-Five Thousand Eight Hundred
Ninety-Four (1,055,894) shares of Common Stock are held in the treasury of the
Company.  All of the outstanding shares of Common Stock are, and all
shares of capital stock which may be issued pursuant to outstanding stock
options, warrants or other convertible rights will be, when issued and paid for
in accordance with the respective terms thereof, duly authorized, validly
issued, fully paid and non-assessable, free of any preemptive rights in respect
thereof and issued in compliance with all applicable state and federal laws
concerning issuance of securities.  As of the date hereof, except as
set forth above, and except for shares of Common Stock or other securities
issued upon conversion, exchange, exercise or purchase associated with the
securities, options, warrants, rights and other instruments referenced above, no
shares of capital stock or other voting securities of the Company were
outstanding, no equity equivalents, interests in the ownership or earnings of
the Company or other similar rights were outstanding, and there were no existing
options, warrants, calls, subscriptions or other rights or agreements or
commitments relating to the capital stock of the Company or any of its
subsidiaries or obligating the Company or any of its subsidiaries to issue,
transfer, sell or redeem any shares of capital stock, or other equity interest
in, the Company or any of its subsidiaries or obligating the Company or any of
its subsidiaries to grant, extend or enter into any such option, warrants, call,
subscription or other right, agreement or commitment.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (m)          Solvency.  The
sum of the assets of the Company, both at a fair valuation and at present fair
salable value, exceeds its liabilities, including contingent
liabilities.  The Company has sufficient capital or access to capital
with which to conduct its business as presently conducted and as proposed to be
conducted.  The Company has not incurred debt, and does not intend to
incur debt, beyond its ability to pay such debt as it matures.  For
purposes of this paragraph, "debt" means any
liability on a claim, and "claim" means (x) a
right to payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured, or (y) a right to an equitable remedy
for breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured.  With
respect to any such contingent liabilities, such liabilities are computed at the
amount which, in light of all the facts and circumstances existing at the time,
represents the amount which can reasonably be expected to become an actual or
matured liability.

     

    (n)           Equivalent
Value.  The consideration that the Company is receiving from
Purchaser is substantially equivalent in value to the consideration Purchaser is
receiving from the Company pursuant to this Agreement.  Under the
terms of this Agreement, the Company is receiving fair consideration from
Purchaser for the agreements, covenants, representations and warranties made by
the Company to Purchaser.

     

    (o)           No Non-Public
Information.  Purchaser has not requested from the Company, and
the Company has not furnished to Purchaser, any material non-public information
concerning the Company or its subsidiaries.

     

    (p)           Restatement
Notices.  The Company has provided Purchaser with all
Restatement Notices (as defined below) required to be delivered following a
Restatement.

     

    (q)           Application of Takeover
Protections.  There is no control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company's charter documents
or the laws of its state of incorporation that is or would become applicable to
the Purchaser as a result of the Purchaser and the Company fulfilling their
obligations or exercising their rights under this Agreement and the Warrant,
including, without limitation, as a result of the Company's issuance of the
Common Stock issuable hereunder and the Purchaser's ownership of the Common
Stock issuable hereunder.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (r) 
          Backdating of
Options.  The exercise price of each Company option has been no less
than the fair market value of a share of Common Stock as determined on the date
of grant of such Company option.  All grants of Company options were
validly issued and properly approved by the Board of Directors of the Company
(or a duly authorized committee or subcommittee thereof) in material compliance
with all applicable legal requirements and recorded on the Company's financial
statements in accordance with U.S. generally accepted accounting principles, and
no such grants involved any "back dating," "forward dating" or similar
practices with respect to the effective date of grant.

     

    (s)           Placement Agent's
Fees.  The Company shall be responsible for the payment of any
placement agent's fees, financial advisory fees, or brokers' commissions, in
each case payable to third parties retained by the Company, relating to or
arising out of the Offering pursuant to this Agreement.  The Company
shall pay, and hold the Purchaser harmless against, any liability, loss or
expense (including, without limitation, reasonable attorney's fees and
out-of-pocket expenses) arising in connection with any such claim for fees
arising out of the Offering pursuant to this Agreement.

     

    (t) 
          No Integrated
Offering.  Neither the Company, nor any Person acting on its
behalf, has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would cause
the Offering to be integrated with prior offerings by the Company for purposes
of the Securities Act or the rules and regulations of FINRA or
Nasdaq.

     

    (u)           Absence of Certain
Changes.  Except as disclosed in SEC Filings since January 1,
2006, there has been no Material Adverse Effect.

     

    (v)           Regulatory
Permits.  The Company possesses all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct its business, except where the
failure to possess such certificates, authorizations or permits would not have a
Material Adverse Effect.  The Company is not in violation of any
judgment, decree or order or any statute, ordinance, rule or regulation
applicable to it, except for violations which would not have a Material Adverse
Effect.

     

    (w)           Foreign Corrupt
Practices.  Neither the Company nor any director, officer,
agent, employee or other Person acting on behalf of the Company has, in the
course of its actions for, or on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (x)           Sarbanes-Oxley
Act.  The Company is in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date
hereof, and any and all applicable rules and regulations promulgated by the SEC
thereunder that are effective as of the date hereof, except where such
noncompliance would not have a Material Adverse Effect.

     

    (y)           Transactions With
Affiliates.  Except as disclosed in the Company's SEC Filings,
and other than the grant of stock options and restricted and non-restricted
stock grants disclosed that are required to be publicly disclosed, none of the
officers, directors or employees of the Company is presently a party to any
transaction with the Company (other than for ordinary course services as
employees, officers or directors) required to be disclosed pursuant to
Regulation S-K Item 404, including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
such officer, director or employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any such officer,
director, or employee has a substantial interest or is an officer, director,
trustee or partner, which such transaction would be required to be
disclosed.

     

    (z)           Insurance.  The
Company is insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as are prudent and customary in the
businesses in which the Company is engaged.

     

    (aa)         Employee
Relations.  The Company is not a party to any collective
bargaining agreement.  The Company is in compliance with all federal,
state, local and foreign laws and regulations respecting labor, employment and
employment practices and benefits, terms and conditions of employment and wages
and hours, except where failure to be in compliance would not reasonably be
expected to result in a Material Adverse Effect.

     

    (bb)        Intellectual Property
Rights.  Except as disclosed in the Company's SEC Filings: (i)
the Company owns or possesses adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, trade secrets and other intellectual property rights
("Intellectual
Property Rights") it considers necessary to conduct its business as now
conducted; (ii) the Company does not have any knowledge of any infringement by
the Company of Intellectual Property Rights of others, nor does the Company have
reason to believe that the Company has infringed or would infringe on the
Intellectual Property Rights of others, the enforcement of which would result in
a Material Adverse Effect on financial conditions; (iii) there is no claim,
action or proceeding against the Company regarding its Intellectual Property
Rights; (iv) the Company has no knowledge of any infringement or improper use by
any third party of any of the Company's Intellectual Property Rights; and (v)
the Company has taken reasonable security measures to protect the secrecy,
confidentiality and value of all of its Intellectual Property Rights.
Notwithstanding anything in this Section 5(bb) to the contrary, the Company may
consummate a spin-off, enter into partnership, license and collaboration
agreements and other similar arrangements.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (cc)         Investment
Company.  The Company is not, and is not an affiliate of, an
"investment
company" within the meaning of the Investment Company Act of 1940, as
amended.

     

    (dd)        Tax
Status.  Except as would not have a Material Adverse Effect,
the Company (i) has made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to
which it is subject, (ii) has paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and (iii) has set aside on its books provision reasonably adequate for the
payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply.

     

    (ee)         Internal Accounting and
Disclosure Controls.  The Company maintains a system of
internal accounting controls sufficient to provide reasonable assurance 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 asset and liability accountability, (iii)
access to assets or incurrence of liabilities is permitted only in accordance
with management's general or specific authorization and (iv) the recorded
accountability for assets and liabilities is compared with the existing assets
and liabilities at reasonable intervals and appropriate action is taken with
respect to any difference.  The Company maintains disclosure controls and
procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that
are effective in ensuring that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the SEC, including, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including its
principal executive officer or officers and its principal financial officer or
officers, as appropriate, to allow timely decisions regarding required
disclosure.

     

    (ff)          Off Balance Sheet
Arrangements.  There is no transaction, arrangement, or other
relationship between the Company and an unconsolidated or other off balance
sheet entity that is required to be disclosed by the Company in the Company's
SEC Filings and is not so disclosed or that otherwise would have a Material
Adverse Effect.

     

    (gg)        Transfer
Taxes. All stock transfer or other taxes (other than income or
similar taxes) which are required to be paid in connection with the Offering
will be, or will have been, fully paid or provided for by the Company, and all
laws imposing such taxes will be or will have been complied with.

     

    (hh)        Manipulation of
Price.  The Company has not, and to its knowledge no one acting
on its behalf has, (i) taken, directly or indirectly, any action designed to
cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the Offering or (ii) sold, bid for,
purchased, or paid any compensation for soliciting purchases for the
Offering.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (ii)           Subsidiaries.  As
of the Closing Date, the Company has no directly held subsidiary other than
those listed on Exhibit 21 to the Company's Annual Report on Form 10−K for the
year ended December 31, 2008.  The Company is the beneficial owner
(and the Company or a subsidiary is the record owner) of the equity interests in
the Company's subsidiaries as reflected as owned on Exhibit 21.

     

    (jj)           Anti-dilution
Provisions.  There is no anti-dilution provision under any
agreement to which the Company is party or to which any assets of the Company
are subject that is or would become effective as a result of the Purchaser and
the Company fulfilling their obligations or exercising their rights under this
Agreement and the Warrant, including, without limitation, as a result of the
Company's issuance of the Common Stock issuable hereunder and the Purchaser's
ownership of the Common Stock issuable hereunder.

     

    6.           Registration
Provisions.

     

    (a)           The
Company will keep the Registration Statement continuously effective for so long
as any Common Stock continues to be issuable hereunder or upon exercise of the
Warrant.  In the event that the Company fails to maintain the
effectiveness and availability of the Registration Statement at any time during
the period described above, the Company will promptly provide notice thereof to
Purchaser.

     

    (b)           The
Company will prepare and file with the SEC such amendments and supplements to,
or replacements of, the Registration Statement and the prospectus used in
connection with the Registration Statement (as so amended and supplemented from
time to time, the "Prospectus") as may
be necessary to comply with the provisions of the Securities Act with respect to
the issuance of all shares of Common Stock issuable to Purchaser hereunder and
under the Warrant.

     

    (c)           The
Company will cause all Common Shares to be listed on each securities exchange
and quoted on each quotation service on which similar securities issued by the
Company are then listed or quoted.

     

    (d)           The
Company will provide a transfer agent for all Common Shares and a CUSIP number
for all Common Shares.

     

    (e)           The
Company will otherwise comply with all applicable rules and regulations of the
SEC, FINRA and the Nasdaq Global Market and any other exchange or quotation
service on which the Common Stock are obligated to be listed or quoted under
this Agreement.

     

    (f) 
          In addition to any
other remedies available to Purchaser under this Agreement, under the Warrant or
at law or equity, if the Registration Statement is not available with respect to
all Common Shares at any time during the period described in Section 6(a) (each,
a "Registration Failure") for a period of more than thirty (30) days (any such
Registration Failure, a "Compensable Registration Failure"), then the Company
shall pay  to the Purchaser an amount determined as
follows:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      
        	
                
                  Number of Days Beyond Which a

                  Registration Failure Shall Have Occurred

                  and Been Continuing

                

              	 
      	
                
                  Amount of Payment

                

              
	
                30
      days

              	 
      	
                1.5%
      of the Remaining Warrant Amount

              
	
                60
      days

              	 
      	
                1.75%
      of the Remaining Warrant Amount

              
	
                90
      days

              	 
      	
                2.0%
      of the Remaining Warrant Amount

              
	
                120
      days

              	 
      	
                2.25%
      of the Remaining Warrant Amount

              
	
                150
      days or more

              	 
      	
                2.5%
      of the Remaining Warrant
Amount

              


      

    

     

    The
payment for each thirty (30) day period shall be made by wire transfer of
immediately available funds no later than five (5) days after and excluding the
last day of such period.  Separate payment shall be due for each
thirty (30)-day period and no credit shall be given for any payment made in any
prior period.  "Remaining Warrant Amount" means the Warrant Amount (as
defined in the Warrant) minus the aggregate amount paid by the Holder (as
defined in the Warrant) (or deemed to have been paid in the case of Cashless
Exercise (as defined in the Warrant)) in connection with all exercises of the
Warrant prior to the date of payment by the Company of the relevant amount
indicated on the above table.

     

    7.           Limits on Shares Held or Shares
Issuable.

     

    (a)           Purchaser
agrees not to acquire Common Shares under this Agreement or the Warrant if such
purchase would result in Purchaser holding, together with all shares of Common
Stock held on such date by Purchaser prior to giving effect to any such
purchase, in excess of nineteen and ninety-nine one-hundredths percent (19.99%)
of the number of shares of Common Stock outstanding on such date after giving
effect to such purchase.  For the avoidance of doubt, this Section
7(a) shall not prohibit Purchaser from acquiring shares of Common Stock from
time to time under this Agreement and the Warrant which, in the aggregate,
exceed nineteen and ninety-nine one-hundredths percent (19.99%) of the number of
shares of Common Stock outstanding so long as the number of shares of Common
Stock held by Purchaser at any one time does not exceed nineteen and ninety-nine
one-hundredths percent (19.99%) of the number of shares of Common Stock
outstanding. In no event shall the total number of Common Shares issued
under this Agreement and the Warrant exceed Five Million Six Hundred Ninety Five
Thousand Seven Hundred Nineteen (5,695,719) shares (the "19.99% Limit") except
that in the event of a Change of Control (as defined below), the total number of
shares of common stock of the Acquiring Person issued or issuable hereunder
shall not exceed a number equal to nineteen and ninety-nine one-hundredths
percent (19.99%) of the outstanding common stock (or other, most widely-held
class of security) of the Acquiring Person.  From and after the time
that the total number of shares of Common Stock issued hereunder and under the
Warrant shall equal the 19.99% Limit, the Company shall no longer be obligated
to issue shares of Common Stock hereunder and Purchaser shall no longer be
obligated to purchase shares of Common Stock issuable hereunder.  In
the event of a Cashless Exercise under the Warrant, the determination of whether
the limitations described in this Section 7(a) has been reached shall be made
based on the number of shares of Settlement Stock actually issued in such
Cashless Exercise.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (b)           The
aggregate number of shares of Common Stock issued, as of a particular date,
hereunder and issuable pursuant to this Agreement and upon the exercise of the
Warrant shall not exceed the Maximum Number as of that date.  The
"Maximum
Number" shall initially equal Two Million Seven Hundred Seventy Eight
Thousand Fifty Two (2,778,052), or, in the event of a Change of Control, shall
equal nine and three-fourths percent (9.75%) of the outstanding common stock (or
other, most widely-held class of security) of the Acquiring Person (as defined
below) immediately after the consummation of the Change of Control, and
thereafter shall be automatically increased upon expiration of a sixty-five (65)
day notice period (the "Notice Period") after
(i) the Company delivers an Increase Notice (as defined below) by nine and
three-fourths percent (9.75%) of the Increase (as defined below) set forth in
such Increase Notice or (ii) the Purchaser delivers a notice (a "65 Day Notice") to
the Company designating a greater Maximum Number.  A 65-Day Notice may
be given at any time and from time to time on one more
occurrences.  The Company shall deliver a notice (an "Increase Notice")
stating the aggregate number of shares of Common Stock outstanding as of the
last day of the two (2) preceding months and the increase, if any (the "Increase"), from the
second (2nd)
preceding month (or in the case of the last day of the month immediately
following the date of this Agreement, the number of shares outstanding specified
in Section 5(l)) to the preceding month.  From time to time following
the Notice Period, Common Stock may be issued to Purchaser for any quantity of
Common Stock, such that the aggregate number of shares of Common Stock issued
hereunder is less than or equal to the Maximum Number.  Any shares of
Common Stock that would have been issued to Purchaser hereunder but for the
limitation contained in this Section 7(b) shall be deferred and shall be
delivered to Purchaser promptly following the expiration of a Notice Period
increasing the Maximum Number so as to permit such issuance.

     

    8.           Representations and
Warranties of Purchaser.  Purchaser hereby represents and
warrants to the Company on the Closing Date:

     

    (a)           Purchaser
has been duly incorporated and is validly existing under the laws of Bermuda as
of the date hereof.

     

    (b)           The
execution, delivery and performance of this Agreement by Purchaser have been
duly authorized by all requisite corporate action and no further consent or
authorization of Purchaser, its Board of Directors or its stockholders is
required.  This Agreement has been duly executed and delivered by
Purchaser and, when duly authorized, executed and delivered by the Company, will
be a valid and binding agreement enforceable against Purchaser in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors'
rights generally and to general principles of equity.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (c)           Purchaser
understands that no United States federal or state agency has passed on,
reviewed or made any recommendation or endorsement of the securities issuable
hereunder.

     

    (d)           Purchaser
(i) has had no position, office or other material relationship within the three
(3) years preceding the date of this Agreement with the Company or Persons known
to it to be affiliates of the Company, and (ii) is not a, and it has no direct
or indirect affiliation or association with any, FINRA member as of the date of
this Agreement, except for any such affiliation that may be deemed to be created
by the transactions contemplated hereby and under the Contribution Agreement (as
defined below).

     

    9.           Future Equity
Issuances.

     

    (a)           For
so long as the Purchaser (or any assignee or successor thereof) has the
right to exercise the Warrant, and, provided the
Purchaser continues to own Common Shares, for one (1) year thereafter (the
"Future Equity
Issuance Notice Period"), if the Company engages or participates in (or
intends to engage or participate in) any discussions with any Person regarding
any sale or issuance to any Person (other than Purchaser or its affiliates) of
any shares of, or securities convertible into, exercisable or exchangeable for,
or whose value is derived in whole or in part from, any shares of any class of
the Company's capital stock subsequent to the Closing Date or the closing of any
exercise of the Warrant, other than an Excluded Issuance (a "Future Equity
Issuance"), the Company shall (i) promptly notify Purchaser of the
existence of the Company's intentions or discussions with respect to the
proposed Future Equity Issuance and (ii) in connection with such notice, inquire
whether Purchaser desires to be informed as to the substance of such intentions
or discussions.  If Purchaser notifies the Company in writing that
Purchaser elects to become informed with respect to such proposed Future Equity
Issuance by 11:59 p.m., New York City time, on the third (3rd)
Business Day after and excluding the date on which the Company so notifies
Purchaser, the Company shall use its best efforts to engage in good faith
discussions with Purchaser regarding the proposed Future Equity Issuance and
shall not consummate such Future Equity Issuance for three (3) full Business
Days after and excluding the date of Purchaser's election.  For
purposes of clarification, nothing in this subsection shall obligate the Company
to allow Purchaser to participate in a Future Equity Issuance.

     

    (b)           If,
during the Future Equity Issuance Notice Period, there is (x) a public
disclosure of the Company's intention or agreement to engage in a Future Equity
Issuance, or (y) a consummation of a Future Equity Issuance, then the Company
shall notify Purchaser and each Holder (as defined in the Warrant) of each such
disclosure and each such consummation, which notice shall include a copy of such
disclosure or the terms and date of such consummation (the "Equity Issuance
Notice"), no later than one (1) Business Day after each such disclosure
and each such consummation.

     

    (c)           On
or after the date of delivery of an Equity Issuance Notice (or on or after the
date on which a disclosure or consummation described in Section 9(b) has
occurred that requires the Company to deliver an Equity Issuance Notice),
then:


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (i)           Effective
as of the date of delivery of an Equity Issuance Notice (or on or after the date
on which a disclosure or consummation described in Section 9(b) has occurred
that requires the Company to deliver an Equity Issuance Notice), the Warrant
Price shall equal the lesser of the Later Issuance Price and the Warrant Price
previously in effect; and

     

    (ii)          in
the case of a Future Equity Issuance disclosed or consummated within one (1)
year following the Closing or any closing of any exercise of the Warrant (the
"Prior
Period"), the Company shall promptly issue and deliver a number of shares
of Common Stock to Purchaser (or with respect to such Warrant exercise, to the
Holder at the time of such exercise) equal to the positive difference, if any,
with respect to the Closing Date and each closing of any exercise of such
Warrant during the Prior Period, between (x) the quotient of (A) the
Investment Amount with respect to such Investment or such Warrant exercise
closing divided by (B) the Later Issuance Price and (y) the number of shares of
Common Stock issued on the Closing Date or such Warrant exercise closing; provided, however, that the
foregoing adjustment shall not be made with respect to any shares of Common
Stock issued on the Closing Date or such Warrant exercise closing that were
sold by Purchaser prior to the Future Equity Issuance (for purposes of
determining which shares relate to which of the Closing Date or which Warrant
exercise closing, where the shares cannot be readily traced because held in
uncertificated form or otherwise, Purchaser shall notify the Company of such
allocation).

     

    (d)           "Excluded Issuance"
means any of the following: (A) issuances pursuant to any stock split,
dividend or distribution payable in additional shares of capital stock to
holders of Common Stock, (B) sales or issuances to employees, consultants or
directors of the Company directly or pursuant to a stock option plan, employee
stock purchase plan or restricted stock plan, or other similar arrangements
related to compensation for services in effect on the date of this Agreement,
(C) issuances upon the exercise of any options or warrants to purchase
capital stock outstanding on the date hereof, in each case in accordance with
the terms of such options, warrants or securities in effect on the date hereof,
(D) Common Shares issued or issuable pursuant to this Agreement or the Warrant,
(E) issuances of Common Stock for consideration other than cash pursuant to a
merger, consolidation, acquisition, or similar business combination, or (F)
issuances of Common Stock to any bank, equipment lessor, or equipment vendor
incidental to a debt or lease financing agreement that is not for equity
financing or capital-raising purposes.

     

    (e)           "Later Issuance Price"
means the lowest price per share of Common Stock paid or payable by any Person
in the Future Equity Issuance, including, in the case of options, warrants,
convertible preferred, convertible notes or other securities convertible,
exchangeable or exercisable into or for Common Stock, the lowest price per share
at which such conversion, exchange or exercise may occur on any future
date.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (f)           No Integrated
Offering.  Notwithstanding the foregoing, the Company shall
ensure that no Person acting on its behalf shall sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security that may be
integrated with the Offering for purposes of the Securities Act or the rules and
regulations of FINRA or Nasdaq.

     

    (g)           Confidentiality.  Solely
to the extent that Purchaser elects to become informed with respect to any
proposed Future Equity Issuance pursuant to Section 9(a), Purchaser acknowledges
that any notice provided by the Company to the Purchaser in response to such
election may contain material non-public information regarding the Company or
its securities and the Purchaser expressly agrees to maintain the disclosed
information in confidence as contemplated by Rule 100(b)(2)(ii) of Regulation
FD.

     

    10.         Covenants of the
Company.  The
Company covenants and agrees with Purchaser as follows:

     

    (a)           For
so long as Purchaser owns any Common Shares or any Common Stock is issuable
under exercise of the Warrant and for a period of one (1) year thereafter (or
such shorter period of time that the Purchaser continues to own Common Shares or
the Warrant), the Company will (i) maintain the effectiveness of the
Registration Statement, (ii) (A)maintain the eligibility of the Common Stock for
listing on the Stock Exchange on which listed; (B)  regain the
eligibility of the Common Stock for listing or quotation on all markets and
Stock Exchanges in the event that the Common Stock is delisted by any applicable
market or Stock Exchange, or (C) obtain a listing on another national securities
exchange or the Nasdaq Capital Market if the Common Stock is delisted by the
Nasdaq Global Market; and (iii) cause the representations and warranties
contained in Section 5 to be and remain true and correct, except those
representations and warranties which address matters only as of a particular
date, which shall be true and correct as of such date.

     

    (b)           If
a Restatement occurs, the Company shall deliver to Purchaser a Restatement
Notice within three (3) Business Days of such Restatement.

     

    (c)           The
Company will provide Purchaser with a reasonable opportunity, which shall not be
less than two (2) full Business Days, to review and comment on any public
disclosure by the Company of information regarding this Agreement and the
transactions contemplated hereby, before such public disclosure.

     

    (d)           The
Company will make all filings required by law with respect to the transactions
contemplated hereby.

     

    (e)           The
Company will comply with the terms and conditions of the Warrant as set forth in
the Warrant.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (f) 
          For so long as
Purchaser owns any shares of Common Stock or any shares of Common Stock are
issuable upon exercise of the Warrant, the Company shall be deemed to have
certified to Purchaser, concurrently with the filing of each of its quarterly
reports on Form 10-Q with the SEC that the final consolidated unaudited
financial statements including the footnotes thereto contained therein fairly
present in all material respects the financial condition in conformity with
accounting principles generally accepted in the United States, results of
operations and cash flows of the Company as of and for the periods presented
therein.

     

    (g)           The
Company shall cause the Common Shares to be eligible for book-entry transfer
through The Depository Trust Company (or any successor thereto) at all times
from and after the Closing Date.

     

    (h)           The
Company shall at all times reserve for issuance such number of its shares of
Common Stock as shall from time to time be sufficient to effect the issuance of
all Common Shares.

     

    (i) 
          Unless expressly
waived by Purchaser, the Company shall deliver an Increase Notice to Purchaser
on or before the tenth (10th) day of
any calendar month for which an Increase Notice is required to be delivered
pursuant to Section 7(b).

     

    (j)  
         If (x) required by
applicable law or SEC regulation, (y) the Investment Amount exceeds $1,000,000
or (z) it may otherwise be deemed to constitute material non-public information
as such term is used in Rule 10b5-1 promulgated under the Exchange Act, the
Company shall, within one (1) Business Day after and excluding any of the
Closing Date or the date of the closing of any Warrant exercise, file a report
with the SEC on Form 8-K with respect to the same disclosing the material terms
of the Closing or the closing of such Warrant exercise.

     

    11.         Change of Control.

     

    (a)           If
the Company is a party to any transaction which results in a Change of Control,
Purchaser and its assigns shall have the rights set forth in the Warrant
regarding Changes of Control in addition to the rights contained in this
Agreement.  The Company agrees that it will not enter into an
agreement with an Acquiring Person resulting in a Change of Control unless (x)
the Company shall pay to the Holder upon consummation of the Change of Control
(as defined in the Warrant), at the election of either the Company or the Holder
which election shall be made at least ten (10) Business Days before the date
such Change of Control is expected to become effective, an amount of cash
equal to the fair market value of the Warrant immediately prior to the Change of
Control, to be determined by a qualified valuation firm selected by the Holder
and reasonably acceptable to the Company, giving due consideration to such
factors as the financial condition and prospects of the Company, the remaining
unexpired term of the Warrant and the highest of the market price of the Common
Stock of the Company immediately prior to (i) the announcement of the Change of
Control, (ii) the date that the Holder delivers a notice to the Company
specifying such date for this purpose, and (iii) the consummation of the Change
of Control, provided no discount shall be considered in connection with any of
the foregoing factors or otherwise as a result of the Company undergoing the
Change of Control, or (y) (i) such agreement expressly obligates the Acquiring
Person to assume upon consummation of the Change of Control all of the Company's
obligations under this Agreement and the Warrant including, but not limited to,
the share issuance, registration and other provisions regarding the Common Stock
contained herein and therein or (ii) as a matter of corporate law the Acquiring
Person is deemed to assume all of the Company's obligations under this Agreement
and the Warrant including, but not limited to, the share issuance, registration
and other provisions regarding the Common Stock contained herein and
therein.  For the avoidance of doubt, in the event that either the
Holder or the Company elects to have the Company pay the fair market value of
the Warrant as determined above, the Warrant will be redeemed upon the Company
making such payment and no additional payment from the Company or the Holder
shall be required in connection with such redemption.  In the event
that neither the Holder nor the Company elects to have the Company pay the fair
market value of the Warrant as determined above, after the occurrence of a
Change of Control and regardless of whether the Acquiring Person expressly
assumes the Company's obligations:


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (i)           all
references to the Company in this Agreement shall be references to the Acquiring
Person; and

     

    (ii)          all
references to Common Stock in this Agreement shall be references to the
securities for which the Common Stock are exchanged in the Change of Control (or
if none, the most widely-held class of voting securities of the Acquiring
Person).

     

    (b)           In
the event that neither the Holder nor the Company elects to have the Company pay
the fair market value of the Warrant as determined above, then no later than
five (5) Business Days before the Change of Control, the Company shall deliver
to Holder written notice that the Acquiring Person has or is deemed to have
assumed such obligations.  The Company shall provide Purchaser and
each Holder (as defined in the Warrant) with written notice (a "Change of
Control
Notice") of any proposed transaction resulting in a Change of Control as
soon as the existence of such proposed transaction is made public by any
Person.  Thereafter, the Company shall notify Purchaser promptly of
any material developments with respect to such transaction, including advance
notice at least ten (10) Business Days before the date such transaction is
expected to become effective.

     

    (c)           "Change of Control"
means (i) acquisition of the Company by means of merger or other form of
corporate reorganization in which outstanding shares of the Company are
exchanged for securities or other consideration issued, or caused to be issued,
by the Acquiring Person or its Parent, Subsidiary or Affiliate (each as defined
in Rule 12b-2 of the Exchange Act), restructuring by the Company where
outstanding shares of the Company are exchanged for shares of the Acquiring
Person on a one-for-one basis and, immediately following the exchange, former
stockholders of the Company own all of the outstanding shares, (ii) a sale or
other disposition of all or substantially all of the assets of the Company (on a
consolidated basis) in a single transaction or series of related transactions,
other than the transactions contemplated by the Contribution Agreement or the
previously agreed sale by the Company of its Concept Capital division, (iii) any
tender offer, exchange offer, stock purchase or other transaction or series of
related transactions by the Company in which the power to cast the majority of
the eligible votes at a meeting of the Company's stockholders at which directors
are elected is transferred to a single entity or group acting in concert, or
(iv) a capital reorganization or reclassification of the Common
Stock.  Notwithstanding anything contained herein to the contrary, the
change in the state of incorporation of the Company shall not in and of itself
constitute a Change of Control.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (d)           "Acquiring Person"
means, in connection with any Change of Control, (i) the continuing or surviving
Person of a consolidation or merger with the Company (if other than the
Company), (ii) the transferee of all or substantially all of the properties or
assets of the Company, (iii) the corporation consolidating with or merging into
the Company in a consolidation or merger in connection with which the Common
Stock is changed into or exchanged for stock or other securities of any other
Person or cash or any other property, (iv) the entity or group acting in concert
acquiring or possessing the power to cast the majority of the eligible votes at
a meeting of the Company's stockholders at which directors are elected, or, (v)
in the case of a capital reorganization or reclassification, the Company, or
(vi) at Purchaser's election, any Person that (A) controls the Acquiring Person
directly or indirectly through one or more intermediaries, (B) is required to
include the Acquiring Person in the consolidated financial statements contained
in such Person's Annual Report on Form 10-K (if such Person is required to file
such a report) or would be required to so include the Acquiring Person in such
Person's consolidated financial statements if they were prepared in accordance
with U.S. generally accepted accounting principles, and (C) is not itself
included in the consolidated financial statements of any other Person (other
than its consolidated subsidiaries).

     

    12.         Restatements.

     

    (a)           If
a Restatement occurs at any time following the Closing Date or the closing of
any exercise of a Warrant:

     

    (i)           the
Company shall deliver to Purchaser and each Holder (as defined in the Warrant) a
written notice in the form attached hereto as Annex B (a "Restatement Notice")
within three (3) Business Days of each Restatement, stating the date on which a
Restatement has occurred and including the documents in which the
Restatement was publicly disclosed;

     

    (ii)          promptly
following receipt of a Restatement Adjustment Notice in respect of any
Restatement that occurs on or before the first anniversary of the Closing Date
or one or more Warrant exercises, (A) the Company shall issue and deliver a
number of shares of Common Stock to Purchaser (or with respect to such Warrant
exercise, to the Holder at the time of such exercise) equal to the positive
difference, if any, with respect to the Closing Date and each such closing of
any exercise of the Warrant, between (x) the quotient of (1) the Investment
Amount with respect to the Investment or such Warrant exercise closing divided
by (2) the Restatement Price (as defined below) and (y) the number of shares of
Common Stock issued on the Closing Date or such Warrant exercise closing then
owned by the Purchaser (for purposes of determining which shares relate to which
of the Closing Date or which Warrant exercise closing, where the shares cannot
be readily traced because held in uncertificated form or otherwise, Purchaser
shall notify the Company of such allocation in the Restatement Adjustment
Notice), and (B) the Warrant Price shall be reduced in the Holder's (as defined
in the Warrant) sole discretion with respect to one or more exercises of the
Warrant, to equal the lesser of (a) the Warrant Price calculated without regard
to such Restatement Adjustment Notice and (b) the Restatement Price specified in
such Restatement Adjustment Notice.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (b)           At
any time after the date of the Restatement and before the Restatement Adjustment
Notice Deadline, Purchaser may deliver a notice in the form attached hereto as
Annex C (a "Restatement Adjustment
Notice") to the Company specifying the Restatement Date (as defined
below), the Restatement Price (as defined below), and calculating the
number of shares of Common Stock, if any, required to be issued by the Company
to Purchaser pursuant to clause (a) of this Section 12.

     

    (c)           "Restatement" means
the earlier of (x) the announcement by the Company of its intention to restate
any portion of the Company Financial Statements and (y) the actual restatement
by the Company of any portion of the Company Financial Statements.

     

    (d)           "Restatement Price"
means the Daily Market Price calculated as of any day during either of the
following periods, in the sole discretion of the Purchaser: (A) the ten
(10) Business Days after and excluding the related Restatement Date or (B) the
ten (10) Business Days after and excluding any date on which the Company files
restated financial statements with the SEC with respect to such
Restatement.

     

    (e)           "Restatement Adjustment
Notice Deadline" means the sixtieth (60th)
Business Day after the later of (i) the date on which the Company delivers the
Restatement Notice to Purchaser and (ii) the date on which the Company
files an amended SEC Filing or Form 8-K fully and finally restating the
financial statements required to be restated in the Restatement.

     

    (f) 
          "Company Financial
Statements" means all financial statements (including the notes thereto)
and earnings releases filed by the Company with (or furnished by the Company to)
the SEC or publicly announced by the Company.

     

    (g)           "Restatement Date"
means, at the option of and pursuant to the determination of Purchaser (as
designated in a notice from Purchaser to the Company), any date on which a
Restatement occurs (including, with respect to any Restatement, the date of an
announcement by the Company of its intention to restate any portion of the
Company's Financial Statements or the date on which is filed an amended SEC
Filing or Form 8-K or issuance of a press release in respect of the matters
described in such announcement or the date on which such Restatement is filed
with the SEC).


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    13.         Conditions Precedent to
Purchaser's Obligations.  The
obligations of Purchaser hereunder are subject to the performance by the Company
of its obligations hereunder and to the satisfaction of the following additional
conditions precedent, unless expressly waived in writing by Purchaser (which
waiver may be made or not made in Purchaser's sole discretion):

     

    (a)           From
and after the date of this Agreement through and including the Closing Date, the
representations and warranties made by the Company in this Agreement shall be,
and have been, true and correct, except those representations and warranties
which address matters only as of a particular date, which shall be true and
correct as of such date.

     

    (b)           From
and after the date of this Agreement through and including the Closing Date, the
Company shall be, and have been, in compliance in all material respects
with all of the covenants and agreements in this Agreement.

     

    (c)           On
the Closing Date, the Company shall not possess any negative, material
non-public information other than as shall have been filed with the SEC at least
five (5) Business Days prior to and excluding the Closing Date.

     

    (d)           On
the Closing Date, Purchaser shall have received a certificate of the Chief
Executive Officer and the Chief Financial Officer of the Company dated such date
certifying as to the conditions set forth in paragraphs (a), (b), and (c) of
this Section 13.

     

    (e)           On
the Closing Date the Company shall have delivered to Purchaser an opinion
of counsel, in form and substance reasonably satisfactory to Purchaser, dated
the date of delivery, confirming in substance the matters covered by paragraphs
(a), (b), (c), (d), (e), (f), (g), (h), and (jj) of Section 5
hereof.

     

    (f) 
          The Registration
Statement shall be, and have been, effective from and after the date of
this Agreement through and including the Closing Date.

     

    (g)           From
and after the date of this Agreement through and including the Closing Date, all
Common Shares issued and issuable hereunder and under the Warrant shall be, and
have been, duly listed and admitted for trading on the Nasdaq Global Market or
other Stock Market.

     

    (h)           From
and after the date of this Agreement through and including the Closing Date,
there shall not have been a Restatement.

     

    (i)   
        The conditions set forth in
Section 6 of the Amended and Restated Contribution Agreement, dated as of
November 8, 2009 (the "Contribution
Agreement"), by and among the Purchaser, the Company, SMH Capital Inc.,
Pan Asia China Commerce Corp., Madison Williams Capital LLC and Madison Williams
and Company LLC shall have been satisfied or waived, it being the understanding
and agreement of each of Purchaser and the Company that the transactions
contemplated in the Contribution Agreement shall be consummated simultaneously
with the transactions contemplated herein.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    14.           Conditions Precedent to the Company's
Obligations.

     

    The
obligations of the Company hereunder are subject to the performance by Purchaser
of its obligations hereunder and to the satisfaction unless expressly waived in
writing by the Company (which waiver may be made or not made in the Company's
sole discretion) of the additional conditions precedent that:

     

    (a)           From
and after the date of this Agreement through and including the Closing Date, the
representations and warranties made by Purchaser in this Agreement shall be, and
have been, true and correct;

     

    (b)           From
and after the date of this Agreement through and including the Closing Date,
Purchaser shall be, and have been, in compliance in all material respects
with all the covenants and agreements in this Agreement;

     

    (c)           Purchaser
shall have delivered to the Company on the Closing Date a certificate of an
appropriate officer of Purchaser dated such date and to such effect;
and

     

    (d)           The
conditions set forth in Section 6 of the Contribution Agreement shall have been
satisfied or waived, it being the understanding and agreement of each of
Purchaser and the Company that the transactions contemplated in the Contribution
Agreement shall be consummated simultaneously with the transactions contemplated
herein.

     

    15.           Fees and
Expenses.  Each of Purchaser and the Company agrees to pay its
own expenses incident to the performance of its obligations hereunder,
including, but not limited to, the fees, expenses and disbursements of such
party's counsel, except as is otherwise expressly provided in this
Agreement.  Notwithstanding the foregoing, the Company shall pay all
fees and expenses associated with the Registration Statement, including, without
limitation, all fees and expenses associated with any FINRA filing, if
applicable.

     

    16.           Non-Performance.

     

    (a)           By the
Company.  If the Company, at any time, shall fail to deliver
the shares of Common Stock to the Purchaser required to be delivered pursuant to
this Agreement or the Warrant, in accordance with the terms and conditions of
this Agreement or the Warrant, as the case may be, for any reason other than the
failure of any condition precedent to the Company's obligations hereunder or the
failure by Purchaser to comply with its obligations hereunder, then the Company
shall (without limitation to Purchaser's other remedies at law or in
equity):

     

    (i)           indemnify
and hold Purchaser harmless against any loss, claim or damage arising from or as
a result of such failure by the Company (regardless of whether any of the
foregoing results from a third-party claim or otherwise); and


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    (ii)          reimburse
Purchaser for all of its reasonable out-of-pocket expenses, including fees and
disbursements of its counsel, incurred by Purchaser in connection with this
Agreement, the Warrant and the transactions contemplated herein and
therein (regardless of whether any of the foregoing results from a
third-party claim or otherwise).

     

    (b)           By the
Purchaser.  If the Purchaser, at any time, shall fail to
purchase the shares of Common Stock of the Company required to be purchased
pursuant to this Agreement or the Warrant, in accordance with the terms and
conditions of this Agreement or the Warrant, as the case may be, for any reason
other than the failure of any condition precedent to the Purchaser's obligations
hereunder or the failure by the Company to comply with its obligations
hereunder, then the Purchaser shall (without limitation to Company's other
remedies at law or in equity):

     

    (i)           indemnify
and hold the Company harmless against any loss, claim or damage arising from or
as a result of such failure by the Purchaser (regardless of whether any of the
foregoing results from a third-party claim or otherwise); and

     

    (ii)          reimburse
the Company for all of its reasonable out-of-pocket expenses, including fees and
disbursements of its counsel, incurred by Company in connection with this
Agreement, the Warrant and the transactions contemplated herein and
therein (regardless of whether any of the foregoing results from a
third-party claim or otherwise).

     

    (c)           Notwithstanding
anything to the contrary contained in this Agreement, neither the Company nor
the Purchaser shall be liable or otherwise responsible for consequential,
incidental, special, indirect, exemplary or punitive damages, provided that,
notwithstanding the foregoing, neither the Company nor the Purchaser waives
actual or compensatory damages, or the right of Purchaser to recover for any
diminution in value of the Common Shares.

     

    17.           Indemnification.

     

    (a)           General Indemnification
Obligation of
the Company.  The Company hereby agrees to indemnify Purchaser
and each of its officers, directors, employees, consultants, agents, attorneys,
accountants and affiliates and each Person that controls (within the meaning of
Section 20 of the Exchange Act) any of the foregoing Persons (each a "Purchaser Indemnified
Party") against any claim, demand, action, liability, damages, loss, cost
or expense (including, without limitation, reasonable legal fees and expenses
incurred by such Indemnified Party (as defined below) in investigating or
defending any such proceeding) regardless of whether any of the foregoing
results from a third-party claim or otherwise (all of the foregoing, including
associated costs and expenses being referred to herein as a "Proceeding"), that it
may incur in connection with any of the transactions contemplated hereby arising
out of or based upon:


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (i)           any
untrue or alleged untrue statement of a material fact in a SEC Filing by the
Company or any of its affiliates or any Person acting on its or their behalf or
omission or alleged omission to state therein any material fact necessary in
order to make the statements, in the light of the circumstances under which they
were made, not misleading by the Company or any of its affiliates or any Person
acting on its or their behalf;

     

    (ii)          any
of the representations or warranties made by the Company herein being untrue or
incorrect at the time such representation or warranty was made;

     

    (iii)         any
breach or non-performance by the Company of any of its covenants, agreements or
obligations under this Agreement or the Warrant; and

     

    (iv)         any
failure to deliver the Common Shares to Purchaser required to be delivered
pursuant to this Agreement, in accordance with the terms and conditions of this
Agreement, or the Warrant, in accordance with the terms and conditions of the
Warrant, for any reason other than the failure of any condition precedent to the
Company's obligations hereunder or thereunder, which condition has not been
waived by the Company, or the failure by Purchaser to comply with its
obligations hereunder or thereunder, which failure has not been waived by the
Company;

     

    
      	
               
      

            	
              provided, however, that
      the foregoing indemnity shall not apply to any Proceeding to the extent
      that it arises out of, or is based upon, the gross negligence or willful
      misconduct of Purchaser in connection
therewith.

            


    

     

    (b)           General Indemnification
Obligation of
the Purchaser.  The Purchaser hereby agrees to indemnify the
Company and each of its officers, directors, employees, consultants, agents,
attorneys, accountants and affiliates and each Person that controls (within the
meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a
"Company Indemnified Party")
against any Proceeding, that it may incur in connection with any of the
transactions contemplated hereby arising out of or based upon:

     

    (i)           any
of the representations or warranties made by the Purchaser herein being untrue
or incorrect at the time such representation or warranty was made;

     

    (ii)          any
breach or non-performance by the Purchaser of any of its covenants, agreements
or obligations under this Agreement or the Warrant; and

     

    (iii)         any
failure to purchase the Common Shares by Purchaser required to be purchased
pursuant to this Agreement, in accordance with the terms and conditions of this
Agreement, or the Warrant, in accordance with the terms and conditions of the
Warrant, for any reason other than the failure of any condition precedent to the
Purchaser's obligations hereunder or thereunder, which condition has not been
waived by the Purchaser, or the failure by the Company to comply with its
obligations hereunder or thereunder, which failure has not been waived by the
Purchaser;


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              provided, however, that
      the foregoing indemnity shall not apply to any Proceeding to the extent
      that it arises out of, or is based upon, the gross negligence or willful
      misconduct of the Company in connection
  therewith.

            


    

     

    (c)           Notwithstanding
anything to the contrary contained in this Agreement, neither the Company nor
the Purchaser shall be liable or otherwise responsible for consequential,
incidental, special, indirect, exemplary or punitive damages, provided that,
notwithstanding the foregoing, neither the Company nor the Purchaser waives
actual or compensatory damages, or the right of Purchaser to recover for any
diminution in value of the Common Shares.

     

    (d)           Conduct of
Claims.

     

    (i)           Whenever
a claim for indemnification shall arise under this Section 17 as a result of a
third-party claim, the party seeking indemnification (the  "Indemnified Party"),
shall notify the party from whom such indemnification is sought (the "Indemnifying Party")
in writing of the Proceeding and the facts constituting the basis for such claim
in reasonable detail;

     

    (ii)          Such
Indemnifying Party shall have the right to retain the counsel of its choice in
connection with such Proceeding and to participate at its own expense in the
defense of any such Proceeding; provided, however, that counsel
to the Indemnifying Party shall not (except with the consent of the relevant
Indemnified Party) also be counsel to such Indemnified Party.  In no
event shall the Indemnifying Party be liable for fees and expenses of more than
one counsel (in addition to any local counsel) separate from its own counsel for
all Indemnified Parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances; and

     

    (iii)         No
Indemnifying Party shall, without the prior written consent of the Indemnified
Parties (which consent shall not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification could be
sought under this Section 17 unless such settlement, compromise or consent (A)
includes an unconditional release of each Indemnified Party from all liability
arising out of such litigation, investigation, proceeding or claim and (B) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any Indemnified Party.

     

    18.         Survival of the
Representations, Warranties, etc.  The respective
representations, warranties, and agreements made herein by or on behalf of the
parties hereto shall remain in full force and effect, regardless of any
investigation made by or on behalf of the other party to this Agreement or any
officer, director or employee of, or Person controlling or under common control
with, such party and will survive delivery of and payment for any shares of
Common Stock issuable hereunder.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    19.         Notices.  All
communications hereunder shall be in writing and delivered as set forth
below.

     

    (a)           If
sent to Purchaser, all communications will be deemed delivered: if delivered by
hand, on the day received by Purchaser; if sent by reputable overnight courier,
on the next Business Day; and if transmitted by facsimile to Purchaser, on the
date transmitted (provided such
facsimile is later confirmed), in each case to the address set forth in Annex D hereto (unless otherwise
notified in writing of a substitute address).

     

    (b)           If
sent to the Company, all communications will be deemed delivered: if delivered
by hand, on the day received by the Company; if sent by reputable overnight
courier, on the next Business Day; and if transmitted by facsimile to the
Company, on the date transmitted (provided such
facsimile is later confirmed), in each case to the following address (unless
otherwise notified in writing of a substitute address):

     

    Sanders
Morris Harris Group Inc.

    600
Travis, Suite 5800

    Houston,
TX  77002

    Attention:         General
Counsel

    Telephone:       (713)
993-4645

    Facsimile:        (713)
220-5182

     

    with a
copy to (which copy shall not constitute notice):

     

    Sanders
Morris Harris Group Inc.

    600
Travis, Suite 5800

    Houston,
TX  77002

    Attention:        Chief
Executive Officer

    Telephone:      (713)
250-4280

    Facsimile:        (713)
250-4297

     

    (c)           To
the extent that any funds shall be delivered to the Company by wire transfer,
unless otherwise instructed by the Company, such funds should be delivered in
accordance with the wire instructions set forth in Annex E.

     

    (d)           If
the Company does not agree and acknowledge or object to the delivery of any
Warrant Exercise Notice (as defined in the Warrant), in each case by 5:00 PM,
New York time, on the Business Day following the date of delivery of such
notice, such non-response by the Company shall be deemed to be agreement and
acknowledgment by the Company with the terms of such notice.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    20.         Miscellaneous.

     

    (a)           The
parties may execute and deliver this Agreement as a single document or in any
number of counterparts, manually, by facsimile or by other electronic means,
including contemporaneous xerographic or electronic reproduction by each party's
respective attorneys.  Each counterpart shall be an original, but a
single document or all counterparts together shall constitute one instrument
that shall be the agreement.

     

    (b)           This
Agreement will inure to the benefit of and be binding upon the parties hereto,
their respective successors and assigns and, with respect to Section 17 hereof,
will inure to the benefit of their respective officers, directors, employees,
consultants, agents, attorneys, accountants and affiliates and each Person that
controls (within the meaning of Section 20 of the Exchange Act) any of the
foregoing Persons, and no other Person will have any right or obligation
hereunder.  The Company may not assign this
Agreement.  Notwithstanding anything to the contrary in this
Agreement, Purchaser may assign, pledge, hypothecate or transfer any of the
rights and associated obligations contemplated by this Agreement (including, but
not limited to, the shares of Common Stock), in whole or in part, at its sole
discretion (including, but not limited to, assignments, pledges, hypothecations
and transfers in connection with financing, derivative or hedging transactions
with respect to this Agreement and the shares of Common Stock), provided, that, any
such assignment, pledge, hypothecation or transfer must comply with applicable
federal and state securities laws.  No Person acquiring Common Stock
from Purchaser pursuant to a public market purchase will thereby obtain any of
the rights contained in this Agreement.  This Agreement, together with
the Warrant, constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, between the parties hereto
with respect to the subject matter of this Agreement.  Except as
provided in this Section 20(b), this Agreement is not intended to confer upon
any Person other than the parties hereto any rights or remedies
hereunder.

     

    (c)           This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York, and each of the parties hereto hereby submits to
the exclusive jurisdiction of any state or federal court in the Southern
District of New York and any court hearing any appeal therefrom, over any suit,
action or proceeding against it arising out of or based upon this Agreement (a
"Related
Proceeding").  Each of the parties hereto hereby waives any
objection to any Related Proceeding in such courts whether on the grounds of
venue, residence or domicile or on the ground that the Related Proceeding has
been brought in an inconvenient forum.

     

    (d)           Each
party represents and acknowledges that, in the negotiation and drafting of this
Agreement and the other instruments and documents required or contemplated
hereby, it has been represented by and relied upon the advice of counsel of its
choice.  Each party hereby affirms that its counsel has had a
substantial role in the drafting and negotiation of this Agreement and such
other instruments and documents.  Therefore, each party agrees that no
rule of construction to the effect that any ambiguities are to be resolved
against the drafter shall be employed in the interpretation of this Agreement
and such other instruments and documents.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    (e)           Without
prejudice to other rights or remedies hereunder (including any specified
interest rate), and except as otherwise expressly set forth herein, interest
shall be due on any amount that is due pursuant to this Agreement and has not
been paid when due, calculated for the period from and including the due date to
but excluding the date on which such amount is paid at the greater of (i) twelve
percent (12%) or (ii) the prime rate of U.S. money center banks as
published in The Wall Street
Journal (or if The Wall
Street Journal does not exist or publish such information, then the
average of the prime rates of three (3) U.S. money center banks agreed to by the
parties) plus nine percent (9%) or such lesser amount as is permitted under
applicable usury or other law.

     

    (f)           Purchaser
and the Company stipulate that the remedies at law of the parties hereto in the
event of any default or threatened default by either party in the performance of
or compliance with any of the terms of this Agreement and the Warrant are not
and will not be adequate and that, to the fullest extent permitted by law, such
terms may be specifically enforced by a decree for the specific performance of
any agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

     

    (g)           Any
and all remedies set forth in this Agreement or the Warrant:  (i)
shall be in addition to any and all other remedies Purchaser or the Company may
have at law or in equity, (ii) shall be cumulative, and (iii) may be pursued
successively or concurrently as each of Purchaser and the Company may
elect.  The exercise of any remedy by Purchaser or the Company shall
not be deemed an election of remedies or preclude Purchaser or the Company,
respectively, from exercising any other remedies in the future.

     

    (h)           The
Company agrees that the parties have negotiated in good faith and at arms'
length concerning the transactions contemplated herein, and that Purchaser would
not have agreed to the terms of this Agreement without each and every of the
terms, conditions, protections and remedies provided herein and the
Warrant.  Except as specifically provided otherwise in this Agreement
and the Warrant, the Company's obligations to indemnify and hold Purchaser
harmless in accordance with Section 17 of this Agreement are obligations of the
Company that the Company promises to pay to Purchaser when and if they become
due.  The Company shall record any such obligations on its books and
records in accordance with U.S. generally accepted accounting
principles.

     

    (i)           This
Agreement may be amended, modified or supplemented in any and all respects, but
only by a written instrument signed by Purchaser and the Company expressly
stating that such instrument is intended to amend, modify or supplement this
Agreement.

     

    (j)           Each
of the parties will cooperate with the others and use its best efforts to
prepare all necessary documentation, to effect all necessary filings, and to
obtain all necessary permits, consents, approvals and authorizations of all
governmental bodies and other third-parties necessary to consummate the
transactions contemplated by this Agreement.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    (k)           For
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:  (i) the terms defined in this Agreement have
the meanings assigned to them in this Agreement and include the plural as well
as the singular, and the use of any gender herein shall be deemed to include the
other gender and neuter gender of such term; (ii) accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with U.S.
generally accepted accounting principles; (iii) references herein to "Articles",
"Sections", "Subsections", "Paragraphs" and other subdivisions without reference
to a document are to designated Articles, Sections, Subsections, Paragraphs and
other subdivisions of this Agreement, unless the context shall otherwise
require; (iv) a reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions; (v) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision; (vi) the term "include" or "including" shall mean without limitation;
(vii) the table of contents to this Agreement and all section titles or captions
contained in this Agreement or in any Schedule or Annex hereto or referred to
herein are for convenience only and shall not be deemed a part of this Agreement
and shall not affect the meaning or interpretation of this Agreement;
(viii) any agreement, instrument or statute defined or referred to herein
means such agreement, instrument or statute as from time to time amended,
modified or supplemented, including (in the case of agreements or instruments)
by waiver or consent and (in the case of statutes) by succession of comparable
successor statues and references to all attachments thereto and instruments
incorporated therein; and (ix) references to a Person are also to its permitted
successors and assigns and, in the case of an individual, to his or her heirs
and estate, as applicable.

     

    (l)
           If any term or
other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy  all other conditions and
provisions of this Agreement shall nevertheless remain in full force and
effect.  If the final judgment of a court of competent jurisdiction or
other authority declares that any term or provision hereof is invalid, void or
unenforceable, the parties agree that the court making such determination shall
have the power to reduce the scope, duration, area or applicability of the term
or provision, to delete specific words or phrases, or to replace any invalid,
void or unenforceable term or provision with a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision.  Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.  The parties further agree that the transactions
contemplated pursuant to this Agreement and the Warrant are meant to comply with
the rules of the Nasdaq Stock Market.  Should the Nasdaq Stock Market
require any term of this Agreement to be modified in connection with its review
of the Listing of Additional Shares Notification, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    (m)          Time
shall be of the essence in this Agreement.

     

    (n)           All
dollar ($) amounts set forth herein and in the Warrant refer to United States
dollars.  All payments hereunder and thereunder will be made in lawful
currency of the United States of America.

     

    (o)           Notwithstanding
anything herein to the contrary, all measurements and references related to
share prices and share numbers herein will be, in each instance, appropriately
adjusted for stock splits, recombinations, stock dividends and the
like.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, all as of the date first set forth above.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SANDERS
      MORRIS HARRIS GROUP INC.

                            
	 
      
	
                              By:

                            	
                                    
                                /s/  George
      L. Ball  

                              

                            
	
                              Name: 

                            	
                              George
      L. Ball 

                            
	
                              Title:

                            	
                              Chief Executive
      Officer

                            
	 
      
	
                              FLETCHER
      INTERNATIONAL, LTD.

                            
	 
      
	
                              By
      its duly authorized Investment Adviser

                            
	
                              Fletcher
      Asset Management, Inc.

                            
	 
      
	
                              By:

                            	      
                              /s/
      Stewart Turner 

                            
	
                              Name:

                            	
                              Stewart
      Turner

                            
	
                              Title:

                            	
                              Authorized
      Signatory

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/
      Peter Zayfert 

                            
	
                              Name:

                            	
                              Peter
      Zayfert

                            
	
                              Title:

                            	
                              Authorized
      Signatory

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      TABLE OF
CONTENTS

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 
      	 
      	
                                                                      Page

                                                                    
	 	 	 
	
                                                                      1.

                                                                    	
                                                                      PURCHASE AND SALE

                                                                    	
                                                                      1

                                                                    
	 	 	 
	
                                                                      2.

                                                                    	
                                                                      WARRANT DELIVERY

                                                                    	
                                                                      3

                                                                    
	 	 	 
	
                                                                      3.

                                                                    	
                                                                      CLOSING

                                                                    	
                                                                      3

                                                                    
	 	 	 
	
                                                                      4.

                                                                    	
                                                                      [RESERVED]

                                                                    	
                                                                      3

                                                                    
	 	 	 
	
                                                                      5.

                                                                    	
                                                                      REPRESENTATIONS AND WARRANTIES OF THE
      COMPANY

                                                                    	
                                                                      3

                                                                    
	 	 	 
	
                                                                      6.

                                                                    	
                                                                      REGISTRATION PROVISIONS

                                                                    	
                                                                      11

                                                                    
	 	 	 
	
                                                                      7.

                                                                    	
                                                                      LIMITS ON SHARES HELD OR SHARES
      ISSUABLE

                                                                    	
                                                                      12

                                                                    
	 	 	 
	
                                                                      8.

                                                                    	
                                                                      REPRESENTATIONS AND WARRANTIES OF
      PURCHASER

                                                                    	
                                                                      13

                                                                    
	 	 	 
	
                                                                      9.

                                                                    	
                                                                      FUTURE EQUITY ISSUANCES

                                                                    	
                                                                      14

                                                                    
	 	 	 
	
                                                                      10.

                                                                    	
                                                                      COVENANTS OF THE COMPANY

                                                                    	
                                                                      16

                                                                    
	 	 	 
	
                                                                      11.

                                                                    	
                                                                      CHANGE OF CONTROL

                                                                    	
                                                                      17

                                                                    
	 	 	 
	
                                                                      12.

                                                                    	
                                                                      RESTATEMENTS

                                                                    	
                                                                      19

                                                                    
	 	 	 
	
                                                                      13.

                                                                    	
                                                                      CONDITIONS PRECEDENT TO PURCHASER'S
      OBLIGATIONS

                                                                    	
                                                                      21

                                                                    
	 	 	 
	
                                                                      14.

                                                                    	
                                                                      CONDITIONS PRECEDENT TO THE COMPANY'S
      OBLIGATIONS

                                                                    	
                                                                      22

                                                                    
	 	 	 
	
                                                                      15.

                                                                    	
                                                                      FEES AND EXPENSES

                                                                    	
                                                                      22

                                                                    
	 	 	 
	
                                                                      16.

                                                                    	
                                                                      NON-PERFORMANCE

                                                                    	
                                                                      22

                                                                    
	 	 	 
	
                                                                      17.

                                                                    	
                                                                      INDEMNIFICATION

                                                                    	
                                                                      23

                                                                    
	 	 	 
	
                                                                      18.

                                                                    	
                                                                      SURVIVAL OF THE REPRESENTATIONS, WARRANTIES,
      ETC

                                                                    	
                                                                      25

                                                                    
	 	 	 
	
                                                                      19.

                                                                    	
                                                                      NOTICES

                                                                    	
                                                                      26

                                                                    
	 	 	 
	
                                                                      20.

                                                                    	
                                                                      MISCELLANEOUS

                                                                    	
                                                                      27

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    INDEX OF DEFINED
TERMS

     

    
      
        
          
            	 
      	
                    Page

                  
	
                    65
      Day Notice

                  	
                    13

                  
	
                    Acquiring
      Person

                  	
                    18

                  
	
                    Agreement

                  	
                    1

                  
	
                    Business
      Day

                  	
                    1

                  
	
                    Cashless
      Exercise

                  	
                    1

                  
	
                    Change
      of Control

                  	
                    18

                  
	
                    Change
      of Control Notice

                  	
                    18

                  
	
                    claim

                  	
                    7

                  
	
                    Closing

                  	
                    3

                  
	
                    Closing
      Date

                  	
                    1

                  
	
                    Common
      Shares

                  	
                    2

                  
	
                    Common
      Stock

                  	
                    2

                  
	
                    Company

                  	
                    1

                  
	
                    Company
      Financial Statements

                  	
                    20

                  
	
                    Daily
      Market Price

                  	
                    2

                  
	
                    debt

                  	
                    7

                  
	
                    Equity
      Issuance Notice

                  	
                    14

                  
	
                    Exchange
      Act

                  	
                    3

                  
	
                    Excluded
      Issuance

                  	
                    15

                  
	
                    FINRA

                  	
                    5

                  
	
                    Future
      Equity Issuance

                  	
                    14

                  
	
                    Increase

                  	
                    13

                  
	
                    Increase
      Notice

                  	
                    13

                  
	
                    Indemnified
      Party

                  	
                    24

                  
	
                    Indemnifying
      Party

                  	
                    24

                  
	
                    Intellectual
      Property Rights

                  	
                    9

                  
	
                    Investment

                  	
                    1

                  
	
                    Investment
      Amount

                  	 
      
	
                    Investment
      Price

                  	
                    1

                  
	
                    Later
      Issuance Price

                  	
                    15

                  
	
                    Material
      Adverse Effect

                  	
                    2

                  
	
                    Maximum
      Number

                  	
                    13

                  
	
                    Nasdaq

                  	
                    3

                  
	
                    Notice
      Period

                  	
                    13

                  
	
                    Offering

                  	
                    4

                  
	
                    Person

                  	
                    3

                  
	
                    Prior
      Period

                  	
                    15

                  


          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Proceeding

              	
                23

              
	
                Prospectus

              	
                11

              
	
                Purchaser

              	
                1

              
	
                Purchaser
      Indemnified Party

              	
                23

              
	
                Registration
      Statement

              	
                4

              
	
                Related
      Proceeding

              	
                26

              
	
                Restatement

              	
                20

              
	
                Restatement
      Adjustment Notice

              	 
      
	
                Restatement
      Adjustment Notice Deadline

              	
                20

              
	
                Restatement
      Date

              	
                20

              
	
                Restatement
      Notice

              	
                19

              
	
                Restatement
      Price

              	 
      
	
                SEC

              	
                6

              
	
                SEC
      Filing

              	
                6

              
	
                Securities
      Act

              	
                4

              
	
                Warrant

              	
                1

              


      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    ANNEX
INDEX

    


    
      
        	
                ANNEX
      A

              	
                FORM
      OF WARRANT

              
	 
      	 
      
	
                ANNEX
      B

              	
                FORM
      OF RESTATEMENT NOTICE

              
	 
      	 
      
	
                ANNEX
      C

              	
                FORM
      OF RESTATEMENT ADJUSTMENT NOTICE

              
	 
      	 
      
	
                ANNEX
      D

              	
                CLOSING
      DELIVERY ADDRESS

              
	 
      	 
      
	
                ANNEX
      E

              	
                WIRE
      INSTRUCTIONS

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX A

    


    
      Warrant
Certificate No. [___________]

       

      WARRANTS
TO PURCHASE

      SHARES
OF COMMON STOCK

      OF
SANDERS MORRIS HARRIS GROUP INC.

       

      Sanders
Morris Harris Group Inc., a Texas corporation (together with its successors, the
“Company”), for
value received, hereby certifies that Fletcher International, Ltd., a company
domiciled in Bermuda (together with its successors, “Fletcher”), or its
registered assigns, the registered holder (the “Holder”), is entitled
to purchase from the Company up to the Warrant Amount (as defined below),
subject to the adjustments contained in this warrant certificate (this “Certificate”) or the
Agreement between the Company and Fletcher dated as of November 8, 2009 (the
“Agreement”),
of duly authorized, validly issued, fully paid and nonassessable shares of the
Company’s common stock, par value $0.01 per share (the “Common Stock”), of
the Company at the then-prevailing Warrant Price (as defined below) at any time
or from time to time during the Warrant Term (as defined below), all subject to
the terms, conditions and adjustments set forth below in this Certificate and in
the Agreement.

       

      
        	
                1.

              	
                Warrants.

              


      

       

      The
warrants represented hereby (the “Warrants”) have been
issued pursuant to the Agreement, and are subject to the terms and conditions
thereof.  Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Agreement.  A copy of
the Agreement may be obtained at no cost by the Holder upon written request to
the Secretary of the Company at the principal executive offices of the
Company.

       

      1.1           General; Warrant Price;
Warrant Term.

       

      (a)    The
Warrants entitle the Holder to purchase that number of newly-issued shares of
Common Stock equal to the Warrant Amount then in effect divided by the Warrant
Price then in effect.  The “Warrant Amount” shall
initially equal Seven Million Five Hundred Thousand Dollars ($7,500,000) and
shall be reduced by the aggregate Warrant Price paid (or deemed paid in the case
of Cashless Exercise) at each Warrant Closing.  The “Warrant Price” means
$5.75 subject to adjustment as set forth herein and in the
Agreement.  The Warrants may be exercised (in whole or in part) at any
time or from time to time after [•]1 (the
“Commencement
Date”) until 11:59 P.M., New York City time, on the date that is ten (10)
years after the Commencement Date, subject to extension as set forth herein (the
period of time from the Commencement Date to such date, the “Warrant
Term”).

       

        
          

        

      

      1 Insert
the date of issuance.


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

       

      1.2           Manner of
Exercise.

       

      (a)    The
Warrants may be exercised by the Holder, in whole or in part (provided that the
aggregate Warrant Price to be paid (or deemed paid in the case of Cashless
Exercise) is not less than Five Hundred Thousand Dollars ($500,000), or if the
aggregate Warrant Price to be paid (or deemed to be paid in the case of Cashless
Exercise) in connection with any remaining exercise of the Warrant is less than
Five Hundred Thousand Dollars ($500,000), such lesser amount), from time to
time, on any day during the Warrant Term, by delivery of a notice in
substantially the form attached to this Certificate (or a reasonable facsimile
thereof) duly executed by the Holder (a “Warrant Exercise
Notice”).

       

      (b)    The
Warrant Exercise Notice shall designate the number of shares of Common Stock to
be received upon such exercise and the aggregate Warrant Price to be paid (or
deemed paid in the case of Cashless Exercise).  The closing of each
exercise (each a “Warrant Closing”)
shall take place (i) on the third (3rd)
Business Day after and excluding the date of the Warrant Exercise Notice or (ii)
any other date upon which the exercising Holder and the Company mutually agree
(the “Warrant Closing
Date”).

       

      1.3           Conditions to
Closing.

       

      (a)    Conditions Precedent to
Holder’s Obligation to Close.  It shall be a condition to each
Holder’s obligation to close on each Warrant Closing Date that each of the
following is satisfied, unless waived by such Holder(which waiver may be made or
not made in Holder’s sole discretion, and any waiver shall apply solely to the
Warrant Closing or Warrant Closings specified by Holder and shall not obligate
Holder to make or not make any subsequent waiver):

       

      (i)    From
and after the date of the Agreement through and including each Warrant
Closing Date, the representations and warranties made by the Company in the
Agreement shall be, and have been, true and correct, except those
representations and warranties which address matters only as of a particular
date, which shall be true and correct as of such date;

       

      (ii)    From
and after the date of the Agreement through and including each Warrant
Closing Date, the Company shall be, and have been, in full compliance in all
material respects with all of the covenants and agreements in the Agreement and
this Certificate;

       

      (iii)    On
each Warrant Closing Date, the Company shall not possess any negative, material
non-public information other than as shall have been filed with the SEC at least
five (5) Business Days prior to and excluding such Warrant Closing
Date;

       

      (iv)    On
each Warrant Closing Date, Holder shall have received on the date of such
exercise a certificate of the Chief Executive Officer and the Chief Financial
Officer of the Company dated such Warrant Closing Date certifying as to
paragraphs (i), (ii), and (iii) of this Section 1.3(a);

       

      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

       

      (v)    On
such Warrant Closing Date, provided the aggregate purchase price of shares of
Common Stock purchase on such Closing Date equals or exceeds $1,000,000, the
Company shall have delivered to Holder an opinion of counsel, the form and
substance of which shall be reasonably satisfactory to Holder, dated the date of
delivery; and

       

      (vi)    The
Registration Statement (as defined in the Agreement) shall be, and have
been, effective from and after the date of the Agreement through and
including each Warrant Closing Date.

       

      (b)    Conditions Precedent to
Company’s Obligation to Close.  The obligations of the Company
hereunder are subject to the performance by Holder of its obligations hereunder
and to the satisfaction (unless expressly waived in writing by the Company) of
the additional conditions precedent that: (i) from and after the date of
the Agreement through and including each Warrant Closing Date, the
representations and warranties made by Holder in the Agreement shall be, and
have been, true and correct; (ii) from and after the date of the Agreement
through and including each Warrant Closing Date, Holder shall be, and have been,
in compliance in all material respects with all the covenants and agreements in
the Agreement; and (iii) on each Warrant Closing Date, Holder shall have
delivered to the Company on each such date a certificate of an appropriate
officer of Holder dated such date and to such effect.

       

      (c)    Agreement to Cause
Conditions to be Satisfied.  The Company with respect to
Section 1.3(a) and the Holder with respect to Section 1.3(b) shall each use
commercially reasonable efforts to cause each of the foregoing conditions to be
satisfied at the earliest possible date.

       

      (d)    Withdrawal of
Notice.  If the conditions set forth in Section 1.3(a) are not
satisfied or waived prior to the second (2nd)
Business Day following and excluding the Warrant Exercise Notice Date (except
for those conditions which by their terms can be satisfied only on the Warrant
Closing Date) or if the Company fails to perform its obligations on any Warrant
Closing Date (including but not limited to delivery of all shares of Common
Stock issuable on such date) for any reason other than Holder’s failure to
satisfy the conditions required by Section 1.3(b), then in addition to all
remedies available to Holder at law or in equity, such Holder may, at its sole
option, and at any time, withdraw the Warrant Exercise Notice by written notice
to the Company regardless of whether such condition has been satisfied or waived
as of the withdrawal date and, after such withdrawal, shall have no further
obligations with respect to such Warrant Exercise Notice and may submit an
Warrant Exercise Notice on any future date with respect to such Warrants and the
Warrant Price for such subsequent Warrant Exercise Notice shall be the lesser of
(i) the Warrant Price in the withdrawn Warrant Exercise Notice and (ii) the
Warrant Price in effect as of the subsequent Warrant Exercise Notice
Date.

       

      1.4           When Exercise
Effective.

       

      Each
exercise of any Warrant shall be deemed to have been effected on the Warrant
Closing Date upon receipt of the relevant Warrant Price (or deemed to have been
received in connection with Cashless Exercises), and the Person (as defined in
the Agreement) or Persons in whose name or names any certificate or certificates
representing the Common Stock shall be issuable upon such exercise as provided
in Section 1.5 shall be deemed to have become the holder(s) of record
thereof.

       

      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

       

      1.5           Delivery of Common Stock and
Payment.

       

      (a)    Subject
to Section 1.3, on the Warrant Closing Date, the Holder shall deliver payment in
the amount designated as the “Designated Aggregate Exercise Price” by the holder
in the Warrant Exercise Notice, and such Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock designated in the Warrant Exercise Notice,
delivered as set forth in Section 1.7.

       

      (b)    Notwithstanding
subsection (a) above, the exercising Holder may elect in any Warrant Exercise
Notice to receive or the Company, by written notice to Holder delivered within
24 hours of the delivery by the Holder of a Warrant Exercise Notice, may elect
to issue an amount of Common Stock (the “Settlement Stock”)
equal to “X” where:

       

      X = [(N x
D) – (N x P)] / P

       

      N = the
gross number of shares of Common Stock that would have been issuable on the
relevant Warrant Closing Date if the Holder or the Company had not elected
Cashless Exercise

       

      D = Daily
Market Price (as defined in the Agreement) on the third (3rd)
Business Day before, and excluding, the date of the Warrant Exercise
Notice

       

      P =
Warrant Price with respect to such Warrant Exercise Notice

       

      The
Settlement Stock shall be issued by the Company to Holder upon the Warrant
Closing Date in lieu of the number of shares of Common Stock otherwise issuable
upon exercise of the Warrants covered by such Warrant Exercise Notice, provided, that the
Holder shall not be required to tender the Warrant Price otherwise payable (a
“Cashless
Exercise”).

       

      (c)    Closing of Cashless
Exercise.  The Company shall close each Cashless Exercise on
the relevant Warrant Closing Date.  The Company shall issue and
deliver the Settlement Stock pursuant to Section 1.7 on the relevant Warrant
Closing Date.  Upon receipt of the Settlement Stock in connection with
any Cashless Exercise, (i) that amount of Warrants as specified for exercise in
the Warrant Exercise Notice shall be deemed exercised and (ii) that amount of
cash that would have been paid by the Holder on the relevant Warrant Closing
Date if the Holder or the Company had not elected Cashless Exercise shall be
deemed paid by the Holder and received by the Company.

       

      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

       

      (d)    Effect on Agreement
Calculations.  In
determining whether the limitations described in Section 7 of the Agreement have
been reached, computation shall be made based on the number of shares of
Settlement Stock actually issued in the case of a Cashless
Exercise.

       

      1.6           Extension of
Term.

       

      (a)    The
Warrant Term shall be extended:  by one (1) Business Days for each
Business Day:

       

      (i)    that
the Registration Statement is not effective and available for the issuance of
all Common Stock issuable under this Certificate; or

       

      (ii)    during
the period (x) commencing on the earliest date that could be chosen by Purchaser
as a Restatement Date (as defined in the Agreement) and (b) ending on the
Restatement Filing Date (as defined in the Agreement).

       

      (b)    To
the extent that (A) there is a Restatement (as defined in the Agreement) or (B)
the Company fails to maintain the effectiveness and availability of the
Registration Statement for the issuance of all Common Stock issuable under this
Certificate, in either case, within sixty-five (65) Business Days preceding the
expiration of the Warrant Term, the Warrant Term shall be extended to a date
that is at least sixty-five (65) Business Days after the later of the
Restatement Filing Date or the remediation of the failure described in clause
(B).

       

      1.7           Delivery of Common Stock and Dividend
Payment.

       

      (a)    On
the Warrant Closing Date, the Company at its expense (including payment by it of
any applicable issue taxes) shall cause to be issued in the name of and
delivered to the exercising Holder or as such Holder may direct, at the election
of such Holder:

       

      (i)     via
the Depository Trust Company’s Deposit and Withdrawal at Custodian (or DWAC)
system the number of duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock to which such Holder shall be entitled
upon such exercise plus, in lieu of any fractional share of Common Stock to
which such Holder would otherwise be entitled, cash in an amount equal to the
same fraction of the Daily Market Price on the Business Day immediately
preceding the relevant Warrant Closing Date, and a certificate from the Company
stating the new Warrant Amount reflecting a reduction in each of the dollar
amounts in the definition of Warrant Amount, on a dollar-for-dollar basis, for
each dollar paid or deemed paid in the event of a Cashless Exercise;
and

       

      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      (ii)    the
Dividend Amount multiplied by the number of shares of Common Stock required to
be delivered under this Section 1.7 (or, in the case of a Cashless Exercise, the
gross number of shares that would have been deliverable if Holder or the Company
had not elected Cashless Exercise) (the “Dividend
Payment”).  To the extent that the Dividend Payment consists of
cash, the Company may pay such amount (a) by wire transfer of immediately
available funds to such Holder or (b) if the Daily Market Price on the date the
relevant Later Investment Notice is delivered is greater than the Warrant Price,
by delivering shares of Common Stock equal to the cash portion of the Dividend
Payment divided by the Warrant Price.  To the extent that the Dividend
Payment consists of securities or other non-cash property, the Company shall
deliver such securities or other non-cash property to such Holder; provided that if such
securities or other non-cash property would have a reduced value if delivery is
so delayed (for example only and not by way of limitation, a short-term right to
purchase securities), then proper provision shall be made to deliver to Holder
the sum of (i) the fair value of such securities or other non-cash property
measured as of the distribution date and (ii) the appreciation, if any, in value
of such securities through the date of delivery.  For example only and
not by way of limitation, if the Company distributes a short-term right to
purchase securities to other equity holders, it shall deliver to Holder the
value Holder would have received had Holder exercised such right plus the
appreciation, if any, had Holder held the purchased securities through the date
on which such fair value is delivered to Holder.  In the event that
Holder and the Company mutually agree that it would be impractical for the
Company to distribute identical securities or other non-cash property to Holder,
then Holder and the Company shall work together in good faith to determine a
fair and equivalently valued substitute therefor.  “Dividend Amount”
means the aggregate per-share amount of extraordinary dividends and
distributions, whether in cash, securities or otherwise, declared or paid on any
class of equity security of the Company on or after the  date of the
Agreement and on or before the relevant Warrant Closing Date.  A
dividend shall be deemed “extraordinary” if paid in consideration other than
cash or Company Common Stock or if paid in an amount or frequency exceeding
$0.045 per quarter.

       

      
        	
                2.

              	
                Reservation of
      Shares.

              


      

       

      For so
long as the Warrant Amount represented hereby has not been exercised in full,
the Company shall at all times prior to the end of the Warrant Term reserve and
keep available, free from pre-emptive rights, out of its authorized but unissued
capital stock, the number of shares available for exercise
hereunder.  In the event the number of shares of Common Stock or other
securities issuable exceeds the authorized number of shares of Common Stock or
other securities, the Company shall promptly take all actions necessary to
increase the authorized number, including causing its board of directors to call
a special meeting of stockholders and recommend such increase.

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                Report as to
      Adjustments.

              


      


      In each
case of any adjustment or readjustment of the Warrant Amount, the Warrant Term,
the Warrant Price or any other adjustment or readjustment pursuant to the terms
of the Agreement or this Certificate, or upon the written request at any time of
any Holder, the Company at its expense will promptly compute such adjustment or
readjustment (the “Company Calculation”)
in accordance with the terms of this Certificate and the Agreement and cause the
Company’s Chief Financial Officer to verify such computation and prepare a
report setting forth such adjustment or readjustment and showing in reasonable
detail the method of calculation thereof and the facts upon which such
adjustment or readjustment is based, including a statement of (a) the Warrant
Amount, (b) the Warrant Term and (c) the Warrant Price in effect immediately
prior to such adjustment or readjustment (as adjusted and readjusted, as
applicable).  The Company will forthwith deliver a copy of each such
report to each Holder and will also keep copies of all such reports at its
principal office and will cause the same to be available for inspection at such
office during normal business hours by any Holder.  The Holder may
dispute the Company Calculation by providing its computation of such adjustment
or readjustment (the “Holder Calculation”)
and requesting in writing that independent certified public accountants of
recognized national standing (which may be the regular auditors of the Company)
selected by the Company verify the Company Calculation.  The Holder
shall be responsible for the costs and expenses of such accountants if the
difference between the computation of the adjustment or readjustment by such
accountants (the “Accountant
Calculation”) and the Holder Calculation is greater than the difference
between the Accountant Calculation and the Company Calculation, and otherwise
the Company shall bear such costs and expenses.

       

      
        	
                4.

              	
                Taxes.

              


      

       

      The
Company shall pay all documentary stamp taxes (if any) attributable to the
issuance of Common Stock upon each exercise of the Warrants by the Holder; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the registration of any certificates for
Common Stock in a name other than that of a Holder upon each exercise of
Warrants, and the Company shall not be required to issue or deliver a
Certificate evidencing Warrants or certificates for Common Stock unless or until
the person or persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the reasonable
satisfaction of the Company that such tax has been paid.

       

      
        	
                5.

              	
                Treatment of Company
      Stock Adjustment Events.

              


      

       

      In case
the Company may effect any subdivision or combination of the issued Common
Stock, whether by reason of any dividend or distribution of units, split,
recapitalization, reorganization, spin-off, combination or other similar change
(each a “Company Stock
Adjustment Event”), including a pro rata distribution of Common Stock to
all Holders of Common Stock, or a subdivision or combination of the outstanding
Common Stock, then (a) in the case of any such distribution, immediately after
the close of business on the record date for the determination of Holders of any
class of securities entitled to receive such distribution, or (b) in the
case of any such subdivision or combination, at the close of business on the
Business Day immediately prior to the Business Day upon which such Company
action becomes effective, the Warrant Price and, to the extent applicable, the
Daily Market Price and each other price or quantity in effect immediately prior
to such Company Stock Adjustment Event shall be proportionately
changed.

       

      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      

       

      5.1           Change of
Control.

       

      (a)    If
after the date of the Agreement, a Change of Control (as defined below) or plan
or proposal with respect thereto is publicly announced or occurs, as part of
such Change of Control, proper provision shall be made as follows:

       

      (i)    Between
the date a Change of Control is announced and the effective date of the Change
of Control, each Holder at its sole option shall continue to have the right to
submit to the Company a Warrant Exercise Notice in accordance with the terms and
conditions of this Certificate.  In addition, each Holder at its sole
option may elect to submit to the Company a special notice (a “Contingent Warrant Exercise
Notice”) to exercise all or part of its unexercised Warrants in
connection with such Change of Control; in which case, notwithstanding the
provisions of Section 1.4:

       

      (A)    the
effectiveness of such contingent exercise shall be conditional upon the
effectiveness of the Change of Control;

       

      (B)    such
Holder shall have the right to deliver a notice to withdraw such Contingent
Warrant Exercise Notice until the effective date of such Change of Control;
and

       

      (C)    if
such Contingent Warrant Exercise Notice shall not have been withdrawn, then on
the effective date of such Change of Control, the Holder of such Warrants shall
receive, upon payment of the Warrant Price designated in the Warrant Exercise
Notice, the same consideration, in the form of cash, securities or other assets
(the “Acquisition
Consideration”) per share of Common Stock issuable to any other holder of
shares of Common Stock in connection with such Change of Control based upon the
number of shares of Common Stock into which such Holder’s Warrants would be
exercisable if such Holder had exercised each Warrant on the Business Day
immediately preceding the date on which such Change of Control occurs.
 Upon receipt of the Warrant Price, such Holder’s Warrants tendered for
exercise pursuant to a Warrant Exercise Notice or Contingent Warrant Exercise
Notice shall be fully exercised and shall no longer permit such Holder to
exercise such Warrants into Common Stock; provided, that if the
Acquisition Consideration is in the form of cash, the Holder shall not be
required to tender the relevant Warrant Price to exercise its Warrants, but
shall receive an amount in connection with such Change of Control equal to the
Acquisition Consideration applicable to such Holder based on the number of
shares of Common Stock into which such Holder’s Warrants would be exercisable if
such Holder had exercised each Warrant that it owns on the Business Day
immediately preceding the date on which such Change of Control occurs, less such
Warrant Price.

       

      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      

       

      (b)    In
the case of any Change of Control, the Company shall not enter into an agreement
with the Acquiring Person resulting in a Change of Control unless (x) the
Company shall pay to the Holder upon consummation of the Change of Control, at
the election of either the Company or the Holder, which election shall be
made at least ten (10) Business Days before the date such Change of Control is
expected to become effective, an amount of cash equal to the fair market
value of the Warrant immediately prior to the Change of Control, to be
determined by a qualified valuation firm selected by the Holder and reasonably
acceptable to the Company, giving due consideration to such factors as the
financial condition and prospects of the Company, the remaining unexpired term
of the Warrant and the highest of the market price of the Common Stock of the
Company immediately prior to (i) the announcement of the Change of Control,
(ii) the date that the Holder delivers a notice to the Company specifying
such date for this purpose, and (iii) the consummation of the Change of Control,
provided no discount shall be considered in connection with any of the foregoing
factors or otherwise as a result of the Company undergoing the Change of
Control, or (y) as a matter of corporate law the Acquiring Person is deemed to
have assumed all of the Company’s obligations under any unexercised
Warrants or such Agreement expressly obligates the Acquiring Person to
assume all of the Company’s obligations under any unexercised
Warrants.  For the avoidance of doubt, in the event that either the
Holder or the Company elects to have the Company pay the fair market value of
the Warrant as determined above, the Warrant will be redeemed upon the Company
making such payment and no additional payment from the Company or the Holder
shall be required in connection with such redemption.  In the event
that neither the Holder nor the Company elects to have the Company pay the fair
market value of the Warrant as determined above, the Holder thereof
shall, following the occurrence of a Change of Control, automatically have
equivalent rights with respect to the Acquiring Person and from and after the
effective date of the Change of Control and regardless of whether the
Acquiring Person expressly assumes the Company’s obligations:

       

      (i)    all
references to the Company in this Certificate shall be references to the
Acquiring Person,

       

      (ii)    all
references to Common Stock in this Certificate shall be references to the
securities for which the Common Stock are exchanged in the Change of Control (or
if none, the most widely-held class of voting securities of the Acquiring
Person), and

       

      (iii)    if
the Acquiring Person is an entity other than the Company, all references to the
Warrant Price in this Certificate shall be references to the Stock Adjustment
Measuring Price (as defined below).

       

      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      

       

      (c)    “Acquiring
Person” means, in connection with any Change of Control (i) the
continuing or surviving Person of a consolidation or merger with the Company (if
other than the Company), (ii) the transferee of all or substantially all of the
properties or assets of the Company, (iii) the corporation consolidating with or
merging into the Company in a consolidation or merger in connection with which
the Common Stock is changed into or exchanged for stock or other securities of
any other Person or cash or any other property, (iv) the entity or group acting
in concert acquiring or possessing the power to cast the majority of the
eligible votes at a meeting of the Company’s stockholders at which directors are
elected, or, (v) in the case of a capital reorganization or reclassification,
the Company, or (vi) at Holder’s election, any Person that (A) controls the
Acquiring Person directly or indirectly through one or more intermediaries, (B)
is required to include the Acquiring Person in the consolidated financial
statements contained in such Person’s Annual Report on Form 10-K (if such Person
is required to file such a report) or would be required to so include the
Acquiring Person in such Person’s consolidated financial statements if they were
prepared in accordance with U.S. generally accepted accounting principles and
(C) is not itself included in the consolidated financial statements of any other
Person (other than its consolidated subsidiaries).

       

      (d)    “Change of Control”
means (a) acquisition of the Company by means of merger or other form of
corporate reorganization in which outstanding shares of the Company are
exchanged for securities or other consideration issued, or caused to be issued,
by the Acquiring Person or its Parent, Subsidiary or Affiliate (each as defined
in Rule 12b-2 of the Exchange Act), other than a restructuring by the Company
where outstanding shares of the Company are exchanged for shares of the
Acquiring Person on a one-for-one basis and, immediately following the exchange,
former stockholders of the Company own all of the outstanding shares, (b) a sale
of all or substantially all of the assets of the Company (on a consolidated
basis) in a single transaction or series of related transactions, other
than the sale of assets previously agreed to be sold to Siwanoy Securities LLC
or the previously agreed sale by the Company of Concept Capital, (c) any tender
offer, exchange offer, stock purchase or other transaction or series of related
transactions by the Company in which the power to cast the majority of the
eligible votes at a meeting of the Company’s stockholders at which
directors are elected is transferred to a single entity or group acting in
concert, or (d) a capital reorganization or reclassification of the Common
Stock. Notwithstanding anything contained herein to the contrary, a change in
the state of incorporation of the Company shall not in and of itself constitute
a Change of Control.

       

      (e)    “Stock Adjustment Measuring
Price” means the lower of (i) and (ii) below:

       

      (i)    an
amount equal to the Warrant Price multiplied by a fraction,

       

      (1)    the
numerator of which is the volume-weighted average price, calculated to the
nearest ten thousandth (i.e., four decimal places (.xxxx)), of the securities
for which Common Stock is exchanged in the Change of Control (or if none, the
most widely-held class of voting securities of the Acquiring Person);
and

       

      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      

       

      (2)    the
denominator of which is the Daily Market Price, in the case of (1) and (2)
determined as of the Business Day immediately preceding and excluding the date
on which the Change of Control is consummated; and

       

      (ii)    the
price per share of such Acquiring Person’s securities for which the Common Stock
are exchanged in the Change of Control (or if none, the most widely-held class
of voting securities of the Acquiring Person) equal to the average of the
Daily Market Prices of such securities during the period of ten (10) consecutive
Business Days ending on the date that is three (3) Business Days prior to and
excluding the date of the first Warrant Exercise Notice delivered to the
Acquiring Person minus Forty cents ($0.40).

       

      
        	
                6.

              	
                Lost or Stolen
      Certificate.

              


      

       

      In case
this Certificate shall be mutilated, lost, stolen or destroyed, the Company may
in its discretion issue in exchange and substitution for and upon cancellation
of the mutilated Certificate, or in lieu of and substitution for the Certificate
lost, stolen or destroyed, a new Certificate of like tenor, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Certificate and indemnity, if requested, reasonably
satisfactory to the Company.  Applicants for a substitute Certificate
shall also comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.

       

      
        	
                7.

              	
                Transfer
      Agent.

              


      

       

      (a)    Initially,
the Company (and upon a Change of Control, the Acquiring Person) shall serve as
the transfer agent (the “Transfer Agent”) for
the Warrants.  The Transfer Agent shall at all times maintain a
register (the “Stock
Register”) of the Holders of the Warrants.  The Company may
deem and treat each Holder of Warrants as set forth in the Stock Register as the
true and lawful owner thereof for all purposes, and the Company shall not be
affected by any notice to the contrary.

       

      (b)    The
Company may, at any time and from time to time, appoint another Person to serve
as the Transfer Agent, and shall upon acceptance by such Person, give notice to
each Holder of the change in Transfer Agent.  Such new Transfer Agent
shall be (a) a Person doing business and in good standing under the laws of the
United States or any state thereof or (b) an affiliate of such a
Person.  After acceptance in writing of such appointment by the new
Transfer Agent, it shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Transfer
Agent, without any further assurance, conveyance, act or deed; but if for any
reason it shall be reasonably necessary or expedient to execute and deliver any
further assurance, conveyance, act or deed, the same shall be done at the
expense of the Company and shall be legally and validly executed and delivered
by the Company. Any Person into which any new Transfer Agent may be merged or
any company resulting from any consolidation to which any new Transfer Agent
shall be a party or any company to which any new Transfer Agent transfers
substantially all of its corporate trust or stockholders services business shall
be a successor Transfer Agent under this Certificate without any further act;
provided that
such Person (a) would be eligible for appointment as successor to the Transfer
Agent under the provisions of this Section 7 or (b) is a wholly owned subsidiary
of the Transfer Agent. Any such successor Transfer Agent shall promptly cause
notice of its succession as Transfer Agent to be delivered via reputable
overnight courier to the Holders of the Warrants at such Holder’s last address
as shown on the Stock Register.

       

      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      

       

      
        	
                8.

              	
                Notices.

              


      

       

      (a)    All
notices and other communications under this Certificate shall be in writing and
shall be delivered by either a nationally recognized overnight courier, postage
prepaid, or transmitted by facsimile, in each case to the addresses as provided
below:

       

      (i)    If
to the Company:

       

      Sanders
Morris Harris Group Inc.

      600
Travis, Suite 5800

      Houston,
TX  77002

      
        	  	
                Attention:

              	
                General
      Counsel

              


      

      
        	  	
                Telephone:

              	
                (713)
      993-4645

              


      

      
        	 	
                Facsimile:

              	
                (713)
      220-5182

              


      

       

      (ii)    If
to a Holder, at the address of such Holder as listed in the Stock Register, or
to such other address as the Holder shall have designated by notice similarly
given to the Transfer Agent.

       

      (b)    Any
such notice or communication shall be deemed received (i) when made, if by hand
delivery, and upon confirmation of receipt, if made by facsimile and in each
case if such notice is received on or before 11:59 p.m.  New York City
time, otherwise, such notice shall be deemed to be received the following
Business Day, (ii) one (1) Business Day after being deposited with a next-day
courier, return receipt requested, postage prepaid or (iii) three (3) Business
Days after being sent by certified or registered mail, return receipt requested,
postage prepaid, in each case addressed as above (or to such other addresses as
the Company or a Holder may designate in writing from time to
time).

       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      

       

      
        	
                9.

              	
                Construction.

              


      


      For
purposes of this Certificate, except as otherwise expressly provided or unless
the context otherwise requires:  (a) the terms defined in this
Certificate have the meanings assigned to them in this Certificate and include
the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender and neuter gender of such term; (b)
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with U.S. generally accepted accounting principles; (c) references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this Certificate,
unless the context shall otherwise require; (d) a reference to a Subsection
without further reference to a Section is a reference to such Subsection as
contained in the same Section in which the reference appears, and this rule
shall also apply to Paragraphs and other subdivisions; (e) the words “herein”,
“hereunder” and other words of similar import refer to this Certificate as a
whole and not to any particular provision; (f) the term “include” or “including”
shall mean without limitation; (g) the table of contents to this Certificate and
all section titles or captions contained in this Certificate or in any Exhibit
or Schedule hereto or referred to herein are for convenience only and shall not
be deemed a part of this Certificate and shall not affect the meaning or
interpretation of this Certificate; (h) any agreement, instrument or statute
defined or referred to herein means such agreement, instrument or statute as
amended, modified or supplemented from time to time, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and references to all attachments
thereto and instruments incorporated therein; and (i) references to a Person are
also to its permitted successors and assigns and, in the case of an individual,
to his or her heirs and estate, as applicable.

       

      
        	
                10.

              	
                Severability of
      Provisions.

              


      

       

      If any
right, preference, or limitation of the Warrants set forth in this Certificate
(as such Certificate may be amended from time to time) is invalid, unlawful, or
incapable of being enforced by reason of any rule of law or public policy, all
other rights, preferences, and limitations set forth in this Certificate (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable right, preference, or limitation will, nevertheless, remain in
full force and effect, and no right, preference, or limitation set forth in this
Certificate shall be deemed dependent upon any other such right, preference, or
limitation unless so expressed in this Certificate.

       

      This
Certificate shall not be valid unless signed by the Company.

       

      [Remainder
of Page Left Blank Intentionally]

       

      
        
           


        

        
          A-13

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Sanders Morris Harris Group Inc. has caused this Warrant to be
signed by its duly authorized officer.

      


      Dated:

      


      
        	 
      	
                SANDERS
      MORRIS HARRIS GROUP INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                  Name:

              
	 
      	 
      	
                  Title:

              
	 
      	 
      
	
                ATTEST:

              	 
      
	 
      	 
      
	 
      	 
      
	
                Secretary

              	 
      


      

       

      
        
           


        

        
          A-14

          
            

          

        

        
           


        

      


      Exhibit
1

      
[FORM OF
WARRANT EXERCISE NOTICE]

      


      (To Be
Executed Upon Exercise Of Warrants)

       

      [DATE]

      


      Sanders
Morris Harris Group Inc.

      600
Travis, Suite 5800

      Houston,
TX  77002

      
        	
                Attention:

              	
                General
      Counsel

              


      

      
        	
                Telephone:

              	
                (713)
      993-4645

              


      

      
        	
                Facsimile:

              	
                (713)
      220-5182

              


      

      


      Re:           Exercise of
Warrants

      


      Ladies
and Gentlemen:

      


      Reference
is made to the Agreement (the “Agreement”) dated as
of November 8, 2009 by and between Sanders Morris Harris Group
Inc.  (the “Company”) and
Fletcher International, Ltd. (“Purchaser”).  Capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Agreement and the warrant certificate issued thereunder (the “Certificate”).

      


      The
undersigned is the registered Holder of a warrant certificate evidencing the
above-referenced warrants (the “Warrants”) issued by
the Company and hereby elects to exercise the Warrants to purchase [_________]
shares of Common Stock at a Warrant Price of $[_________] for an aggregate price
of $[__________].

      


      [Cash exercise:] Subject to
the terms and conditions of the Agreement and Warrants, on the Warrant Closing
Date (as defined in the Warrant), Purchaser shall deliver $[____________] to the
Company and the Company shall deliver the number of shares of Common Stock
specified above to Purchaser via The Depository Deposit/Withdrawal at Custodian
(DWAC) system using the following account information:

      


      [Broker:

      DTC#:

      Account
Name:

      Account
Number:      ]


      
        
           


        

        
          A-15

          
            

          

        

        
           


        

      

      


      [Cashless Exercise:]
Purchaser hereby elects to exercise a Warrant Amount of [____________] into
[_____________] shares of Settlement Stock via Cashless Exercise (as defined in
the Agreement). Pursuant to the Warrants, delivery of the Warrants shall be the
sole consideration deliverable to the Company in connection with such exercise.
Subject to the terms and conditions of the Agreement and the Certificate, on the
Warrant Closing Date the Company shall deliver the number of shares of Common
Stock specified above to Purchaser via The Depository Deposit/Withdrawal at
Custodian (DWAC) system using the following account information:

      


      [Broker:

      DTC#:

      Account
Name:

      Account
Number:    ]

       

      
        	 
      	
                FLETCHER
      INTERNATIONAL, LTD., by its duly

                authorized
      investment advisor, FLETCHER ASSET

                MANAGEMENT,
      INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                   

              
	 
      	 
      	
                  Name:

              
	 
      	 
      	
                  Title:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                   

              
	 
      	 
      	
                  Name:

              
	 
      	 
      	
                  Title:

              
	 
      	 
      
	 
      	 
      
	
                AGREED
      AND ACKNOWLEDGED:

              	 
      
	
                SANDERS
      MORRIS HARRIS GROUP INC.

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:

              	
                  

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

      
        
           


        

        
          A-16

          
            

          

        

        
           


        

      


      Exhibit
2

      [FORM OF
WARRANT DELIVERY NOTICE]

      


      [DATE]

      


      Fletcher
International, Ltd.]

      c/o
Fletcher Asset Management, Inc.

      48 Wall
Street

      New York,
NY 10005

      Attn:  Peter
Zayfert

      Facsimile:         (212)
284-4801

      


      Ladies
and Gentlemen:

      


      Reference
is made to the Agreement (the “Agreement”) dated as
of November 8, 2009 by and between Sanders Morris Harris Group Inc. (“SMHG”) and Fletcher
International, Ltd. (“Fletcher”).  Capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Agreement and the warrant certificate issued thereunder (the “Certificate”).

      


      This
notice confirms that Warrants have been exercised by Fletcher with respect to a
Warrant Price (as designated in the Warrant Exercise Notice) of $[__________]
and an aggregate price of $[___________], requiring delivery by SMHG to Fletcher
of  ________ shares of Common Stock.

      


      After
delivery of such shares, the Warrant shall remain exercisable for a number of
shares of Common Stock issuable at the Warrant Price then in effect for an
aggregate purchase price equal to $[_______].

       

      
        	 
      	
                SANDERS
      MORRIS HARRIS GROUP INC.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

       

      
        
          
          

        

        
          A-17

          
            

          

        

        
          
          

        

      

    

     

    ANNEX B

    


    [FORM
OF RESTATEMENT NOTICE]

    


    [date]

    


    Fletcher
International, Ltd.

    c/o
Appleby Services (Bermuda) Ltd.

    Canon's
Court

    22
Victoria Street

    PO Box HM
1179

    Hamilton
HM EX

    Bermuda

    Attention:           Desirae
Jones, Corporate Administrator

    Telephone:         +1
441 295 2244 (Main)

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Agreement (the "Agreement") dated as
of November 8, 2009 by and between Sanders Morris Harris Group Inc. (the "Company") and
Fletcher International, Ltd. ("Purchaser").  Capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Agreement.

     

    In
accordance with Section 12(a)(i) of the Agreement, the Company hereby gives
notice to Purchaser that a Restatement has occurred on [DATE], as described in
the enclosed [DOCUMENT IN WHICH RESTATEMENT WAS PUBLICLY
DISCLOSED].

     

    
      
        
          
            
              	
                      SANDERS
      MORRIS HARRIS GROUP INC.

                    
	 
      	 
      
	
                      By:

                    	 
      
	
                      Name: 

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

     

    
 

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    With
copies to:

    


    Fletcher
International, Ltd.

    c/o
Fletcher Asset Management, Inc.

    48 Wall
Street

    New York,
NY  10005

    Attention:         Peter
Zayfert

    Telephone:
      212-284-4801

    


    Skadden,
Arps, Slate, Meagher & Flom LLP

    525
University Avenue

    Palo
Alto, CA  94301

    Attention:
        Leif King

    Telephone:
      650-470-4662

    Facsimile:
        888-329-8274

     

    
 

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

       

    

    ANNEX C

    


    [FORM
OF RESTATEMENT ADJUSTMENT NOTICE]

    


    [Date]

    


    Sanders
Morris Harris Group Inc.

    600
Travis, Suite 5800

    Houston,
TX  77002

    Attention:          General
Counsel

    Telephone:         (713)
993-4645

    Facsimile:           (713)
220-5182

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Agreement (the "Agreement") dated as
of November 8, 2009 by and between Sanders Morris Harris Group Inc. (the "Company") and
Fletcher International, Ltd. ("Purchaser").  Capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Agreement.

     

    This
letter serves as a Restatement Adjustment Notice in accordance with Section 12
of the Agreement.

     

    Pursuant
to Section 12(d) of the Agreement, the Restatement Date is [____] and the
Restatement Price is $[____] per share.  [The number of shares of
Common Stock required to be issued pursuant to clause (a)(ii) of Section 12 of
the Agreement is [_______________].]

    


    
      
        
          
            
              
                
                  
                    	
                            FLETCHER
      INTERNATIONAL, LTD., by its

                          
	
                            duly
      authorized investment advisor,

                          
	
                            FLETCHER
      ASSET MANAGEMENT, INC.

                          
	 
      	 
      
	
                            By:

                          	 
      
	
                            Name: 

                          	 
      
	
                            Title:

                          	 
      
	 
      	 
      
	
                            By:

                          	 
      
	
                            Name:

                          	 
      
	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    

     

    
 

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

       

    

    ANNEX D

    


    NOTICE
ADDRESS

    


    Fletcher
International, Ltd.

    c/o
Appleby Services (Bermuda) Ltd.

    Canon's
Court

    22
Victoria Street

    PO Box HM
1179

    Hamilton
HM EX

    Bermuda

    Attention:        Desirae
Jones, Corporate Administrator

    Telephone:
     +1 441 295 2244 (Main)

    


    with copies to (which copies shall not
constitute notice):

    


    Fletcher
International, Ltd.

    c/o
Fletcher Asset Management, Inc.

    48 Wall
Street

    New York,
NY  10005

    Attention:        Peter
Zayfert

    Telephone:      212-284-4801

    


    Skadden,
Arps, Slate, Meagher & Flom LLP

    525
University Avenue

    Palo
Alto, CA  94301

    Attention:      
 Leif King

    Telephone:    
 650-470-4662

    Facsimile:       
888-329-8274

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    ANNEX E

    


    SANDERS
MORRIS HARRIS GROUP INC. WIRE INSTRUCTIONS

    


    
      
        	
                Sanders
      Morris Harris Group Inc.

              	 
      
	
                Account
      Number:

              	
                004133721

              
	
                ABA
      Number:

              	
                113122655

              
	
                Bank:

              	
                Prosperity
      Bank

              
	
                Account
      Name:

              	
                Sanders
      Morris Harris Group

              


      

    

     

     

     

    
      
        
        

      

      
        E-1