ex103.htm


     

     

                                                                                                                                                                                                                                                                                                   
EXHIBIT 10.3

                                                                                                                                                                                                                                              


                                                                                                                                                                                                                                                                                                   
Execution Copy

    


     

    


       

    BROADPOINT
SECURITIES GROUP, INC.

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
as of June 27, 2008, by and among (i) Broadpoint Securities Group, Inc., a New
York corporation (the “Company”), (ii) Mast
Credit Opportunities I Master Fund Limited, a Cayman Islands corporation (“Mast”), and (iii)
each person or entity that subsequently becomes a party to this Agreement
pursuant to, and in accordance with, the provisions of Section 12 hereof
(collectively, the “Investor Permitted
Transferees” and each individually an “Investor Permitted
Transferee”).

     

    WHEREAS,
the Company has agreed to issue and sell to Mast, and Mast has agreed to
purchase from the Company, shares of Series B Mandatory Redeemable Preferred
Stock and a warrant to purchase up to 1,000,000 shares (the “Warrant”) of the
Company’s common stock, $0.01 par value per share (the “Common Stock”), upon
the terms and conditions set forth in that certain Preferred Stock Purchase
Agreement, dated of even date herewith, by and between the Company and Mast (the
“Stock Purchase
Agreement”); and

     

    WHEREAS,
the terms of the Stock Purchase Agreement provide that it shall be a condition
precedent to the closing of the transactions thereunder, for the Company and
Mast to execute and deliver this Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto hereby agree as follows:

     

    1.    DEFINITIONS.  The
following terms shall have the meanings provided therefor below:

     

     “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and all of the rules and
regulations promulgated thereunder.

     

     “Investors” shall
mean, collectively, Mast and the Investor Permitted Transferees; provided, however, that the
term “Investors” shall not
include Mast or any of the Investor Permitted Transferees to the extent that
such parties do not own any Registrable Securities.

     

    “Registrable
Securities” shall mean the shares of Common Stock issuable upon exercise
of the Warrant (as adjusted from time to time pursuant to the terms of the
Warrant), provided, however, such term
shall not include any Registrable Securities that have been sold pursuant to a
Registration Statement or Rule 144 or any of the Registrable Securities
that become or have become eligible for resale without restriction pursuant to
Rule 144.

     

    “Registration
Statement” means any one or more registration statements filed with the
SEC by the Company on Form S-3, or in the event the Company is not eligible to
use Form S-3, on such other form promulgated by the SEC as shall be appropriate
to permit the disposition of Registrable Securities in accordance with the
intended method of distribution, for the purpose of registering under the
Securities Act the Registrable Securities for resale by, and for the account of,
the Investors, including the prospectus included therein, amendments to such
registration statement or supplements to such prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

     

     “Rule 144” shall mean
Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same purpose and effect as such
rule.

     

     “Rule 424” means
Rule 424 promulgated by the SEC pursuant to the Securities Act, as such
rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same purpose and effect as
such rule.

     

     “SEC” shall mean the
U.S. Securities and Exchange Commission.

     

     “Securities Act” shall
mean the Securities Act of 1933, as amended, and all of the rules and
regulations promulgated thereunder.

     

    2.    EFFECTIVENESS.  This
Agreement shall become effective and legally binding upon execution and delivery
of the parties hereto.

     

    3.    COMPANY
REGISTRATION.  Subject to Section 5(b), if at
any time the Company proposes to register any of its Common Stock under the
Securities Act in connection with the public offering of such securities for its
own account or for the accounts of others on a form that would also permit the
registration of the Registrable Securities, the Company shall, each such time,
promptly give each Investor written notice of such determination and of such
holder’s rights under this Section
3.  Upon the written request of any Investor given within
twenty (20) days after mailing of any such notice by the Company, the Company
shall use its commercially reasonable efforts to cause to be registered under
the Securities Act all of the Registrable Securities that each such Investor has
requested be registered.  The foregoing notwithstanding, the Company
may, in its discretion, withdraw any registration statement referred to in this
Section 3 prior
to the effectiveness thereof.

     

    4.    REGISTRATIONS ON FORM
S-3.

     

    (a)           If
at any time when it is eligible to use a Form S-3 registration statement, the
Company receives a request from any Investor (the “Initiating Investor”)
that the Company file a Form S-3 registration statement with respect to
outstanding Registrable Securities of at least 300,000 shares of Common Stock
(or, if the aggregate amount of outstanding Registrable Securities are less than
300,000 shares of Common Stock, then no less than 100% of the remaining
outstanding Registrable Securities), then the Company shall (i) within ten (10)
days after the date such request is given, give notice thereof (the “Demand Notice”) to
all Investors other than the Initiating Investor; and (ii) as soon as
practicable, and in any event within forty-five (45) days after the date such
request is given by the Initiating Investor, file a Form S-3 registration
statement under the Securities Act covering all Registrable Securities requested
to be included in such registration by any other Investors, as specified by
notice given by each such Investor to the Company within twenty (20) days of the
date the Demand Notice is given, and in each case, subject to the limitations of
Section 4(b)
and Section
5(a) and (iii) shall use its commercially reasonable efforts to cause
such registration statement to be declared effective by the SEC.

     

    (b)           Notwithstanding
anything in this Agreement to the contrary, in the event:

     

    (i) of
any request by the SEC or any other federal or state governmental authority
during the period of effectiveness of a Registration Statement or amendments or
supplements to a Registration Statement or related prospectus or for additional
information;

     

    (ii) of
the issuance by the SEC or any other federal or state governmental authority of
any stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose;

     

    (iii) of
the receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable
Securities for sale under any state securities or “Blue Sky” laws, or the
initiation of any proceeding for such purpose;

     

    (iv) of
any event or circumstance which necessitates the making of any changes in a
Registration Statement or related prospectus, or any document incorporated or
deemed to be incorporated therein by reference, so that, in the case of a
Registration Statement, it will not contain any untrue statement of a material
fact or any omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the prospectus, it will not contain any untrue statement of a material fact or
any omission to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; or

     

    (v) that
the Board has made the good faith determination (A) that continued use by
Investors of a Registration Statement for purposes of effecting offers or sales
of Registrable Securities pursuant thereto would require, under the Securities
Act, disclosure in a Registration Statement (or the prospectus relating thereto)
of material, nonpublic information concerning the Company, its business or
prospects or any proposed material transaction involving the Company, (B) that
such disclosure would be materially adverse to the Company, its business or
prospects or any such proposed material transaction or would make the successful
consummation by the Company of any such material transaction less likely and (C)
that it is therefore necessary to suspend the use by Investors of such
Registration Statement (and the prospectus relating thereto) for purposes of
effecting offers or sales of Registrable Securities pursuant
thereto,

     

    then the
Company shall furnish to Investors a certificate signed by the President or
Chief Executive Officer of the Company setting forth one or more of the above
described circumstances, and the right of Investors to use a Registration
Statement (and the prospectus relating thereto) shall be suspended for a period
(the “Suspension Period”) of not more than 30 days after delivery by the Company
of the certificate referred to above in this Section 4; provided that the
Company shall be entitled to no more than one such Suspension Period in any
fiscal quarter, and the aggregate of all Suspension Periods during the 12-month
period commencing on the date hereof and during each subsequent 12-month period
until the expiration or termination of the Warrant shall not exceed 60
days.  Notwithstanding the foregoing, no Suspension Period shall
exceed 15 days (or aggregate, with other such Suspension Periods, 30 days in any
such 12-month period) if the cause of the Suspension Period shall prevent the
Company under the Securities Act and or applicable SEC Guidance, from filing
with the SEC or causing to be declared effective a Registration Statement with
respect to Registrable Securities and not theretofore included in an effective
Registration Statement.  During the Suspension Period, none of
Investors shall offer or sell any Registrable Securities pursuant to or in
reliance upon a Registration Statement (or the prospectus relating thereto), and
each of Investors shall maintain in confidence the existence and content of the
above described certificate.  The Company shall use commercially
reasonable efforts to terminate any Suspension Period as promptly as
practicable.

     

    Investors’ rights to registration under
this Section 4
are in addition to, and not in lieu of, their rights to registration under Section
3.

     

    5.    UNDERWRITING
REQUIREMENTS.

     

    (a)           If,
pursuant to Section
4, the Initiating Investor intends to distribute the Registrable
Securities covered by its request by means of an underwriting, it shall so
advise the Company as a part of its request made pursuant to Section 4, and the
Company shall include such information in the Demand Notice.  The
underwriter(s) will be selected by the Initiating Investor, subject only to the
prior written consent of the Company (such consent not to be unreasonably
withheld).  In such event, the right of any Investor to include such
Investor’s Registrable Securities in such registration shall be conditioned upon
such Investor’s participation in such underwriting and the inclusion of such
Investor’s Registrable Securities in the underwriting to the extent provided
herein.  All Investors proposing to distribute their securities
through such underwriting shall enter into an underwriting agreement in
customary form with the underwriter(s) selected for such
underwriting.  Notwithstanding any other provision of this Section 5(a), if the
managing underwriter(s) advise(s) the Initiating Investor or the Company in
writing that marketing factors require a limitation on the number of shares to
be underwritten, then the Initiating Investor shall so advise all Investors of
Registrable Securities that otherwise would be underwritten pursuant hereto, and
the number of Registrable Securities that may be included in the underwriting
shall be allocated among such Investors of Registrable Securities, including the
Initiating Investor, in proportion (as nearly as practicable) to the number of
Registrable Securities owned by each Investor or in such other proportion as
shall mutually be agreed to by all such selling Investors; provided, however,
that the number of Registrable Securities held by the Investors to be included
in such underwriting shall not be reduced unless all other securities are first
entirely excluded from the underwriting.

     

    (b)           In
connection with any offering involving an underwriting of shares of the
Company’s capital stock pursuant to Section 3, the
Company shall not be required to include any of the Investors’ Registrable
Securities in such underwriting unless the Investors accept the terms of the
underwriting as agreed upon between the Company and its underwriters, and then
only in such quantity as the underwriters in their sole discretion determine
will not jeopardize the success of the offering by the Company.  If
the total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the number of securities to
be sold (other than by the Company) that the underwriters in their reasonable
discretion determine is compatible with the success of the offering, then the
Company shall be required to include in the offering the maximum number of
Registrable Securities, if any, which the underwriters and the Company in their
sole discretion determine will not jeopardize the success of the offering;
provided, however, that the number of securities other than Registrable
Securities to be included in such offering shall not be reduced unless all of
the Registrable Securities and all other securities requested by stockholders
with piggyback registration rights to be included in such offering (the
“Piggyback Securities”) are first entirely excluded from the
offering.  If the underwriters determine that less than all of the
Registrable Securities and Piggyback Securities requested to be registered can
be included in such offering, then the Registrable Securities and the Piggyback
Securities that are included in such offering shall be allocated among the
selling stockholders in proportion (as nearly as practicable to) the number of
Registrable Securities and Piggyback Securities owned by each selling
stockholder or in such other proportions as shall mutually be agreed to by all
such selling stockholders.

     

    6.    OBLIGATIONS OF THE
COMPANY.  Whenever required under Section 3 or 4 to use its
commercially reasonable efforts to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably
possible:

    


    (a) prepare
and file with the SEC a Registration Statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such
Registration Statement to be declared effective by the SEC;

     

    (b) prepare
and file with the SEC such amendments and supplements to a Registration
Statement and the prospectus included therein as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement and to keep such
registration statement effective until the earlier of (i) 48 months after the
date of this Agreement, or (ii) such time as all securities subject to such
registration statement cease to be Registrable Securities;

     

    (c) furnish
to the selling Investors (i) each item of correspondence furnished to the
Company by the SEC or the staff of the SEC, in each case relating to such
Registration Statement (other than any portion of any thereof which contains
information for which the Company has sought confidential treatment), and (ii)
such number of copies of a prospectus, in conformity with the requirements of
the Securities Act and such other documents (including, without limitation, any
prospectus supplements prepared by the Company in accordance with Section 6(b) above)
as the selling Investors may reasonably request in order to facilitate the
disposition of such selling Investors’ Registrable Securities;

     

    (d) promptly
respond to any and all comments received from the SEC, with a view towards
causing each Registration Statement or any amendment thereto to be declared
effective by the SEC as soon as practicable;

     

    (e) use
commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC under the Securities Act applicable to the offer and sale
of the Registrable Securities, including, without limitation, Rule 172, file any
final prospectus, including any supplement thereto, with the SEC pursuant to
Rule 424 under the Securities Act, promptly inform the Investors in writing if,
at any time after such registration statement becomes effective, the Company
does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Investors are required to deliver a prospectus in connection with any
disposition of Registrable Securities; notify the selling Investors of the
happening of any event as a result of which the prospectus included in a
Registration Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading; and,
thereafter, subject to Section 11 hereof,
promptly prepare (and, when completed, give notice and provide a copy thereof to
each selling Investor) a supplement to such prospectus so that such prospectus
will not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading; provided that after
any such notification by the Company, the selling Investors will not offer or
sell Registrable Securities until the Company has notified the selling Investors
that it has prepared a supplement to such prospectus and filed it with the SEC
or, if the Company does not then meet the conditions for the use of Rule 172,
delivered copies of such supplement to the selling Investors;

     

    (f) use
commercially reasonable efforts to register and qualify the Registrable
Securities covered by a Registration Statement under the securities or Blue Sky
laws of such states as the Investors shall reasonably request, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, and provided further that
(notwithstanding anything in this Agreement to the contrary with respect to the
bearing of expenses) if any jurisdiction in which any of such Registrable
Securities shall be qualified shall require that expenses incurred in connection
with the qualification therein of any such Registrable Securities be borne by
the selling Investors, then the selling Investors shall, to the extent required
by such jurisdiction, pay their pro rata share of such qualification
expenses;

     

    (g) subject
to the terms and conditions of this Agreement, the Company shall use its
commercially reasonable efforts to (i) prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the suspension
of the qualification of any of the Registrable Securities for sale in any
jurisdiction in the United States, and (ii) if such an order or suspension is
issued, obtain the withdrawal of such order or suspension at the earliest
practicable moment and notify each holder of Registrable Securities of the
issuance of such order and the resolution thereof or its receipt of notice of
the initiation or threat of any proceeding such purpose; and

     

    (h) comply
with all requirements of Nasdaq Stock Market LLC with regard to the issuance of
the securities and the listing thereof on the NASDAQ Global Market and such
other securities exchange or automated quotation system, as
applicable;

     

    (i) notify
the Investors of any pending proceeding against the Company under Section 8A of
the Securities Act in connection with the offering of the Registrable
Securities.

     

    7.    FURNISH
INFORMATION.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the selling Investors shall furnish to the Company such information regarding
them and the securities held by them as the Company shall reasonably request in
order to effect any registration by the Company pursuant to this
Agreement.  Each Investor shall promptly notify the Company of any
changes in the information furnished to the Company.

     

    8.    EXPENSES OF
REGISTRATION.  Except as set forth in Section 5(f), all
expenses incurred in connection with the registration of the Registrable
Securities pursuant to this Agreement (excluding brokerage and other selling
commissions and discounts), including without limitation all registration and
qualification and filing fees, printing, and fees and disbursements of counsel
for the Company, shall be borne by the Company; provided however that, except as
set forth below, the Investors shall be required to pay the expenses of counsel
and any other advisors for the Investors and any brokerage or other selling
discounts or commissions and any other expenses incurred by the Investors for
their own account. The Company shall reimburse Mast for the reasonable fees and
expenses of its counsel, not to exceed $5,000 in the aggregate, incurred in
connection with the review of one or more of the Registration
Statements.

     

    9.    DELAY OF
REGISTRATION.  The Investors shall not take any action to
restrain, enjoin or otherwise delay any registration as a result of any
controversy which might arise with respect to the interpretation or
implementation of this Agreement.

     

    10.    INDEMNIFICATION.

     

    (a) To the
extent permitted by law, the Company will indemnify and hold harmless each
selling Investor, and each officer and director of such selling Investor and
each person, if any, who controls such selling Investor, within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in a Registration Statement in which such
Investor is named as a selling stockholder, in any prospectus relating thereto
or in any amendments to a Registration Statement or supplements to a prospectus
in which such Investor is named as a selling stockholder, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading and will reimburse such selling Investor, or such officer, director
or controlling person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the
indemnity agreement contained in this Section 10(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, damage, liability or
action to the extent that it arises out of or is based upon (i) an untrue
statement or alleged untrue statement made in connection with a Registration
Statement, any prospectus relating thereto or any amendments to a Registration
Statement or supplements to a prospectus or any omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in reliance upon and in conformity with written
information furnished expressly for use in connection with a Registration
Statement or any such prospectus by the selling Investors or (ii) at any time
when the Company has advised the Investor in writing that the Company does not
meet the conditions for use of Rule 172 and as a result the Investor is required
to deliver a current prospectus in connection with any disposition of
Registrable Securities, an untrue statement or alleged untrue statement or
omission in a prospectus corrected in any subsequent supplement to such
prospectus that was delivered to the selling Investor before the pertinent sale
or sales by the selling Investor.

     

    (b) To the
extent permitted by law, each selling Investor will severally and not jointly
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed a Registration Statement, each person, if any, who
controls the Company within the meaning of the Securities Act, and all other
selling Investors against any losses, claims, damages or liabilities to which
the Company or any such director, officer, controlling person, or such other
selling Investor may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon (i) any untrue or alleged untrue
statement of any material fact contained in a Registration Statement or any
prospectus, relating thereto or in any amendments to a Registration Statement or
supplements to a prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent and only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in a Registration Statement,
in any prospectus relating thereto or in any amendments to a Registration
Statement or supplements to any such prospectus, in reliance upon and in
conformity with written information furnished by the selling Investor expressly
for use in connection with a Registration Statement or any prospectus or (ii) at
any time when the Company has advised the Investor in writing that the Company
does not meet the conditions for use of Rule 172 and as a result that the
Investor is required to deliver a current prospectus in connection with any
disposition of Registrable Securities, was corrected in any subsequent
supplement to such prospectus that was delivered to the selling Investor before
the pertinent sale or sales by the selling Investor; and such selling Investor
will reimburse any legal or other expenses reasonably incurred by the Company or
any such director, officer, controlling person, or other selling Investor in
connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the
liability of each selling Investor hereunder shall be limited to the proceeds
received by such selling Investor from the sale of Registrable Securities giving
rise to such liability, and provided, further, however, that the
indemnity agreement contained in this Section 9(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of those selling Investor(s) against
which the request for indemnity is being made (which consent shall not be
unreasonably withheld).

     

    (c) Promptly
after receipt by an indemnified party under this Section 10 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 10, notify
the indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent the
indemnifying party desires, jointly with any other indemnifying party similarly
noticed, to assume at its expense the defense thereof with counsel satisfactory
to the indemnified party or parties, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party for indemnification, contribution or otherwise under the
indemnity agreement contained in this Section 10 except to
the extent that such omission materially and adversely affects the indemnifying
person’s ability to defend such action.  In the event that the
indemnifying party assumes any such defense, the indemnified party may
participate in such defense with its own counsel and at its own expense,
provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded, based on an opinion of counsel reasonably
satisfactory to the indemnifying party, that there may be a conflict of interest
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 10 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless  the indemnified party
shall have employed such counsel in connection with the assumption of legal
defenses in accordance with the proviso to the preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel and one local counsel, reasonably
satisfactory to such indemnifying party, representing all of the indemnified
parties who are parties to such action in which case the reasonable fees and
expenses of counsel shall be at the expense of the indemnifying
party).

     

    (d) Notwithstanding
anything to the contrary herein, the indemnifying party shall not be entitled to
settle any claim, suit or proceeding unless in connection with such settlement
the indemnified party receives an unconditional release with respect to the
subject matter of such claim, suit or proceeding and such settlement does not
contain any admission of fault by the indemnified party.

     

    (e) If the
indemnification provided for in this Section 10 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investors
on the other in connection with the statements or omissions or other matters
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference
to, among other things, in the case of an untrue statement, whether the untrue
statement relates to information supplied by the Company on the one hand or an
Investor on the other and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement. The
Company and the Investors agree that it would not be just and equitable if
contribution pursuant to this subsection (e) were determined by pro rata
allocation (even if the Investors were treated as one entity for such purpose)
or by any other method of allocation which does not take into account the
equitable considerations referred to above in this subsection
(e).  The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Investors’ obligations in this
subsection to contribute are several in proportion to their sales of Registrable
Securities to which such loss relates and not joint. In no event shall the
contribution obligation of an Investor be greater in amount than the dollar
amount of the proceeds (net of all expenses paid by such Investor in connection
with any claim relating to this Section 10 and the amount of any damages such
Investor has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission) received by it upon the sale
of the Registrable Securities giving rise to such contribution
obligation.

     

    11.    REPORTS UNDER THE EXCHANGE
ACT.  With a view to making available to the Investors the
benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit the Investors to sell the Securities to the public without
registration, the Company agrees to use commercially reasonable efforts: (i) to
make and keep public information available as those terms are understood in Rule
144, (ii) to file with the SEC in a timely manner all reports and other
documents required to be filed by an issuer of securities registered under the
Exchange Act so that sellers of the Company’s securities may avail themselves of
Rule 144, (iii) as long as any Investor owns any Registrable Securities, to
furnish in writing upon such Investor’s request a written statement by the
Company that it has complied with the reporting requirements of the Exchange Act
referred to in Rule 144, and (iv) undertake any additional actions reasonably
necessary to maintain the availability of a Registration Statement or the use of
Rule 144.

     

    12.    TRANSFER OF REGISTRATION
RIGHTS.  An Investor may transfer or assign, in whole or from
time to time in part, to one or more persons its rights hereunder in connection
with the permitted transfer of Registrable Securities by such Investor (other
than by a sale pursuant to a Registration Statement or Rule 144) to such person,
provided that such Investor complies with the Warrant and all applicable laws
and provides prior written notice of such assignment to the Company within five
(5) Business Days of the effective date of such assignment, and provided further
that such person agrees to become a party to, and bound by, all of the terms and
conditions of, this Agreement by duly executing and delivering to the Company an
Instrument of Adherence in the form attached as Exhibit A
hereto.

     

    13.    ENTIRE
AGREEMENT.  This Agreement, the Stock Purchase Agreement, the
Preemptive Rights Agreement and the Warrant constitute and contain the entire
agreement and understanding of the parties with respect to the subject matter
hereof, and supersede any and all prior negotiations, correspondence, agreements
or understandings with respect to the subject matter hereof.

     

    14.    MISCELLANEOUS.

     

    (a) This
Agreement may not be amended, modified or terminated, and no rights or
provisions may be waived, except with the written consent of the Investors
holding at least a majority of the then outstanding Registrable Securities and
the Company.

     

    (b) This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, and without regard to any conflicts of laws
concepts which would apply the substantive law of some other jurisdiction, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors or assigns, provided that, to the
extent applicable, the terms and conditions of Section 12 hereof are
satisfied.  This Agreement shall also be binding upon and inure to the
benefit of any transferee of any of the Registrable Securities provided that the
terms and conditions of Section 12 hereof are
satisfied.  Notwithstanding anything in this Agreement to the
contrary, if at any time any Investor shall cease to own any Registrable
Securities, all of such Investor’s rights under this Agreement shall immediately
terminate.

     

    (c) Each of
the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby.  Service of
process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for
the giving of notices under this Agreement.  Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such
court.  Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

     

    (d) Any
notices, reports or other correspondence (hereinafter collectively referred to
as “correspondence”) required or permitted to be given hereunder shall be in
writing and shall be sent by postage prepaid first class mail, courier or
telecopy or delivered by hand to the party to whom such correspondence is
required or permitted to be given hereunder, and shall be deemed sufficient upon
receipt when delivered personally or by courier, overnight delivery service or
confirmed facsimile, or three (3) business days after being deposited in the
regular mail as certified or registered mail (airmail if sent internationally)
with postage prepaid, if such notice is addressed to the party to be notified at
such party’s address or facsimile number as set forth below:

     

    (i)    All correspondence to
the Company shall be addressed as follows:

     

    Broadpoint
Securities Group, Inc.

    One Penn
Plaza, 42nd
Floor

    New York,
New York 10119

    Fax:
(212) 273-7100

    Attention:  General
Counsel

     

    with a copy by fax or messenger or
courier to:

     

    


    Cahill/Wink LLP

    5 Penn Plaza, 23rd floor

    New York, NY 10001

    Fax:
(646) 378-2025

     

    Attention:  Stephen
Wink, Esq.

     

    (ii)   All correspondence to Mast
shall be addressed as follows:

        

                    If to
Mast before
September 15, 2008, at the following address:

     

                    MAST
Credit Opportunities I Master Fund Limited

                    c/o MAST
Capital Management, LLC

                    535
Boylston Street, Suite 401

                    Boston,
Massachusetts 02116

                    Attention:
John S. Ehlinger

                    Fax:
(617) 247-7985

    


    If to Mast after September 15,
2008, at the following address:

     

                    MAST
Credit Opportunities I Master Fund Limited

                    c/o MAST
Capital Management, LLC

                    200
Clarendon Street, 51st
Floor

                    Boston,
Massachusetts 02116

                    Attention:
John S. Ehlinger

     

     

                    with a copy by fax or
messenger or courier to:

     

    Foley
Hoag LLP

    Bay
Colony Corporate Center

    1000
Winter Street, Suite 4000

    Waltham,
Massachusetts 02451

    Attention:
David A. Broadwin, Esq.

    Fax:
(617) 832-7000

    


     

    (iii)  Any
entity may change the address to which correspondence to it is to be addressed
by written notification as provided for herein.

     

    (e) The
parties acknowledge and agree that in the event of any breach of this Agreement,
remedies at law may be inadequate, and each of the parties hereto shall be
entitled to seek specific performance of the obligations of the other parties
hereto and such appropriate injunctive relief as may be granted by a court of
competent jurisdiction.

     

    (f) Should
any part or provision of this Agreement be held unenforceable or in conflict
with the applicable laws or regulations of any jurisdiction, the invalid or
unenforceable part or provisions shall be replaced with a provision which
accomplishes, to the extent possible, the original business purpose of such part
or provision in a valid and enforceable manner, and the remainder of this
Agreement shall remain binding upon the parties hereto.

     

    (g) This
Agreement may be executed in a number of counterparts, any of which together
shall for all purposes constitute one Agreement, binding on all the parties
hereto notwithstanding that all such parties have not signed the same
counterpart.

     

    [Signature
Page to Follow]

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    Broadpoint
Securities Group, Inc.

     

     

    By: /s/
Robert I. Turner

    Name: 
Robert I. Turner

    Title:   
Chief Financial Officer

     

    


     

    Mast
Credit Opportunities I Master Fund Limited


    


    


    By: /s/
Christopher B. Madison

    Name: 
Christopher B. Madison

    Title:   
Partner

     

    


     


    
      
        
           

          
            	
                    
                    

                    [Signature Page to
      Registration Rights Agreement]

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    Instrument of
Adherence

     

    Reference
is hereby made to that certain Registration Rights Agreement, dated as of June
27, 2008, among Broadpoint Securities Group, Inc., a Delaware corporation (the
“Company”),
Mast and the Investor Permitted Transferees, as amended and in effect from time
to time (the “Registration Rights
Agreement”). Capitalized terms used herein without definition shall have
the respective meanings ascribed thereto in the Registration Rights
Agreement.

     

    The
undersigned hereby agrees that, from and after the date hereof, the undersigned
has become a party to the Registration Rights Agreement in the capacity of an
Investor Permitted Transferee, and is entitled to all of the benefits under, and
is subject to all of the obligations, restrictions and limitations set forth in,
the Registration Rights Agreement that are applicable to Investor Permitted
Transferees.  This Instrument of Adherence shall take effect and shall
become a part of the Registration Rights Agreement immediately upon
execution.

     

    All
Notice should be sent to the undersigned at the following address:

     

    Name:

     

    Address:

     

    Attention:

     

    Facsimile:

     

    Email:

     

    Executed
as of the date set forth below under the laws of the State of New
York.

     

    


     

    Signature:
______________________________

    Name:

    Title:

     

    Accepted:

     

    [                                                ]

    


    


    By:
_________________________

    Name:

    Title:

     

    Date:  _________,
200_

     

    



    
      
        
          
            	 
      	
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                    B3502943.4