EXHIBIT
4.14

       

      EXECUTION
VERSION

       

      ASSET
PURCHASE AGREEMENT

       

      


       

      


       

      Dated
as of

      
 

       

      December
3, 2007

      
 

       

      By
and Among

      
 

       

      LEHMAN
BROTHERS INC.

       

      


       

      


       

      VAN
DER MOOLEN USA, INC.

       

      And

       

      VAN
DER MOOLEN SPECIALISTS USA,  LLC

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

      

       

      
        	TABLE
      OF CONTENTS
	 Page
	
                ARTICLE
      1

              
	
                Definitions
      and Interpretation

              
	 	 
	
                Section
      1.01.  Definitions

              	
                1

              
	
                Section
      1.02.  Interpretive Matters

              	
                8

              
	 	 
	
                ARTICLE
      2

              
	
                Purchase
      and Sale

              
	 	 
	
                Section
      2.01.  Sale and Transfer of Assets.

              	
                8

              
	
                Section
      2.02.  Excluded Assets

              	
                9

              
	
                Section
      2.03.  Assumed Liabilities

              	
                10

              
	
                Section
      2.04.  Excluded Liabilities

              	
                10

              
	
                Section
      2.05.  Certain Assignments

              	
                11

              
	
                Section
      2.06.  Purchase Price; Allocation of Purchase
    Price

              	
                12

              
	
                Section
      2.07.  Closing

              	
                13

              
	 	 
	
                ARTICLE
      3

              
	
                Representations
      and Warranties of Seller

              
	 	 
	
                Section
      3.01.  Corporate Existence and Power

              	
                14

              
	
                Section
      3.02.  Corporate Authorization

              	
                14

              
	
                Section
      3.03.  Governmental Authorization

              	
                14

              
	
                Section
      3.04.  Noncontravention

              	
                15

              
	
                Section
      3.05.  Title to Assets

              	
                15

              
	
                Section
      3.06.  Specialist Securities

              	
                15

              
	
                Section
      3.07.  Solvency

              	
                15

              
	
                Section
      3.08.  Business Contracts.

              	
                15

              
	
                Section
      3.09.  Litigation

              	
                16

              
	
                Section
      3.10.  Compliance with Laws

              	
                16

              
	
                Section
      3.11.  Intellectual Property

              	
                16

              
	
                Section
      3.12.  Insurance Coverage

              	
                16

              
	
                Section
      3.13.  Finders’ Fees

              	
                17

              
	
                Section
      3.14.  Employee Benefit Plans

              	
                17

              
	
                Section
      3.15.  Taxes.

              	
                18

              
	
                Section
      3.16.  Sufficiency of Assets

              	
                18

              
	 	 
	
                ARTICLE
      4

              
	
                Representations
      and Warranties of Buyer

              
	 	 
	
                Section
      4.01.  Corporate Existence and Power

              	
                19

              
	
                Section
      4.02.  Corporate Authorization

              	
                19

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
      4.03.  Governmental Authorization

              	
                19

              
	
                Section
      4.04.  Noncontravention

              	
                19

              
	
                Section
      4.05.  Financing

              	
                20

              
	
                Section
      4.06.  Inspections; No Other Representations

              	
                20

              
	
                Section
      4.07.  Litigation

              	
                20

              
	
                Section
      4.08.  Finders’ Fees

              	
                20

              
	 	 
	
                ARTICLE
      5

              
	
                Covenants
      of Seller

              
	 	 
	
                Section
      5.01.  Conduct of the Business

              	
                21

              
	
                Section
      5.02.  Access to Information

              	
                21

              
	
                Section
      5.03.  No Negotiation

              	
                22

              
	
                Section
      5.04.  Confidentiality

              	
                22

              
	
                Section
      5.05.  Taxes

              	
                23

              
	
                Section
      5.06.  Put/Call Agreement

              	
                23

              
	
                Section
      5.07.  Insurance

              	
                24

              
	 	 
	
                ARTICLE
      6

              
	
                Covenants
      of Buyer

              
	 	 
	
                Section
      6.01.  Confidentiality

              	
                24

              
	
                Section
      6.02.  Use of Certain Marks and Names

              	
                24

              
	
                Section
      6.03.  Unsettled Trades

              	
                24

              
	 	 
	
                ARTICLE
      7

              
	
                Covenants
      of Buyer and Seller

              
	 	 
	
                Section
      7.01.  Reasonable Best Efforts; Further
Assurance

              	
                25

              
	
                Section
      7.02.  Certain Filings and Consents

              	
                25

              
	
                Section
      7.03.  Transition Services

              	
                26

              
	
                Section
      7.04.  Seller Transitional License

              	
                27

              
	
                Section
      7.05.  Seller Patent License

              	
                27

              
	
                Section
      7.06.  Public Announcements

              	
                27

              
	
                Section
      7.07.  Notices of Certain Events

              	
                27

              
	
                Section
      7.08.  Quotation Bills; NYSE Fees

              	
                28

              
	 	 
	
                ARTICLE
      8

              
	
                Employee
      Benefits

              
	 	 
	
                Section
      8.01.  Employees and Offers of Employment

              	
                28

              
	
                Section
      8.02.  Seller’s Employee Benefit Plans

              	
                30

              
	
                Section
      8.03.  Buyer Benefit Plans

              	
                30

              
	
                Section
      8.04.  No Third Party Beneficiaries

              	
                31

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                ARTICLE
      9

              
	
                Conditions
      to Closing

              
	 	 
	
                Section
      9.01.  Conditions to Obligations of Buyer, Seller and
      Parent

              	
                31

              
	
                Section
      9.02.  Conditions to Obligation of Buyer

              	
                31

              
	
                Section
      9.03.  Conditions to Obligation of Seller

              	
                32

              
	 	 
	
                ARTICLE
      10

              
	
                Survival;
      Indemnification

              
	 	 
	
                Section
      10.01.  Survival

              	
                33

              
	
                Section
      10.02.  Indemnification

              	
                34

              
	
                Section
      10.03.  Procedures

              	
                35

              
	
                Section
      10.04.  Assignment of Claims

              	
                37

              
	
                Section
      10.05.  Exclusivity

              	
                37

              
	
                Section
      10.06.  Purchase Price Adjustment

              	
                37

              
	 	 
	
                ARTICLE
      11

              
	
                Termination

              
	 	 
	
                Section
      11.01.  Grounds for Termination

              	
                38

              
	
                Section
      11.02.  Effect of Termination

              	
                38

              
	 	 
	
                ARTICLE
      12

              
	
                Miscellaneous

              
	 	 
	
                Section
      12.01.  Notices

              	
                39

              
	
                Section
      12.02.  Amendments and Waivers

              	
                40

              
	
                Section
      12.03.  Expenses

              	
                40

              
	
                Section
      12.04.  Successors and Assigns

              	
                40

              
	
                Section
      12.05.  Governing Law

              	
                40

              
	
                Section
      12.06.  Jurisdiction

              	
                41

              
	
                Section
      12.07.  WAIVER OF JURY TRIAL

              	
                41

              
	
                Section
      12.08.  Counterparts; Effectiveness; Third Party
      Beneficiaries

              	
                41

              
	
                Section
      12.09.  Entire Agreement

              	
                41

              
	
                Section
      12.10.  Captions

              	
                41

              
	
                Section
      12.11.  Severability

              	
                42

              
	
                Section
      12.12.  Schedules and Exhibits

              	
                42

              
	
                Section
      12.13.  Specific Performance

              	
                42

              
	
                Section
      12.14.  Parent Guarantee

              	
                42

              
	
                Section
      12.15.  Asset Purchase Only

              	
                44

              
	 
      	
                 
      

              
	 
      	
                 
      

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSET
PURCHASE AGREEMENT

       

      This Asset
Purchase Agreement (this “Agreement”), dated as of
December 3, 2007, is made by and among Van der Moolen USA, INC., a corporation
formed under the laws of Delaware (the “Parent”), Van der Moolen
Specialists USA, LLC, a limited liability company incorporated under the laws of
New York (the “Seller”),
and Lehman Brothers Inc., a corporation formed under the laws of Delaware (the
“Buyer”).

       

      WITNESSETH:

       

      WHEREAS, Seller desires to
sell to Buyer and Buyer desires to purchase from Seller certain assets of the
Seller related to the Seller’s business of acting as a Specialist Organization
(as defined herein) on the NYSE, as such business is currently conducted (the
“Business”);
and

       

      WHEREAS, Parent, indirectly
through its wholly owned subsidiary Mill Bridge IV, LLC, a New York limited
liability company, is the record and beneficial owner of approximately 92% of
all equity interests in the Seller, and Parent will receive substantial benefit
as a result of the consummation of the transactions herein
contemplated;

       

      NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

       

      ARTICLE
1

       

      Definitions
and Interpretation

       

      Section
1.01.  Definitions.

       

      The
following terms, as used herein, have the following meanings:

       

      “Accounting Referee” has the meaning set
forth in Section 2.06(b).

       

      “Actions” has the meaning set
forth in Section 2.04(k).

       

      “Activ Contract” means the
Software License Agreement between the Seller and ACTIV Financial Systems, Inc.,
dated as of August 3, 2005, as amended from time to time.

       

      “Affiliate” means, with respect
to any Person, any other Person directly or indirectly controlling, controlled
by, or under common control with such other Person.  For the purposes
of this definition: (a) “control” when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise and (b) the terms “controlling” and “controlled” have meanings
correlative to the term “control.”

       

      “Agreement” has the meaning set
forth in the introductory paragraph hereof.

       

      “Allocation Statement” has the
meaning set forth in Section 2.06(b).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Applicable Laws” means any
applicable statutes, laws, ordinances, rules, orders, decrees, regulations,
administrative pronouncements and judicial decisions of any Governmental
Authority, including any Securities Laws and any rules of any Self-Regulatory
Organization.

       

      “Assignment Agreement” means
the Assignment Agreement to be dated as of the Closing Date between Buyer and
Seller in substantially the form annexed as Exhibit A
hereto.

       

      “Assumed Liabilities” has the meaning set
forth in Section 2.03.

       

       “Business” has the meaning set
forth in the recitals hereto.

       

      “Business Contracts” has the
meaning set forth in Section 2.01(a)(iii).

       

      “Business Day” means any day
other than a Saturday, Sunday or day on which banks in the State of New York are
authorized or obligated by law or executive order to close.

       

      “Business Employee” means any
employee who is actively and primarily employed by Seller in connection with the
Business.

       

      “Business Material Adverse
Effect” means a material adverse effect on the business, financial
condition, or results of operations of the Business, taken as a whole,
individually or in the aggregate, except any such effect resulting from,
relating to or arising in connection with (a) changes in economic,
regulatory or political conditions generally, (b) financial market
fluctuations or conditions, (c) economic or regulatory changes or effects
in or affecting the financial services industry generally, (d) changes in
the Specialist business generally, (e) changes resulting from the execution
of this Agreement, the public announcement hereof or the consummation of the
transactions contemplated hereby, or (f) losses generated from Seller’s
operations in amounts consistent with past practice (provided that with respect
to clauses (a), (b), (c) or (d) such changes do not adversely affect the
Business in a disproportionate manner).

       

      “Buyer” has the meaning set
forth in the introductory paragraph hereof.

       

      “Buyer Consents” has the
meaning set forth in Section 4.03.

       

      “Buyer Material Adverse Effect”
means such state of facts, event, change or effect that would reasonably be
expected to prevent or substantially delay the consummation of the transactions
contemplated by this Agreement except any such effect resulting from, relating
to or arising in connection with (a) changes in economic, regulatory or
political conditions generally, (b) financial market fluctuations or
conditions, or (c) economic or regulatory changes or effects in or
affecting the financial services industry generally (provided that with respect
to clauses (a), (b), or (c) such changes do not adversely affect the Buyer in a
disproportionate manner).

       

      “Claim” has the meaning set
forth in Section 10.03.

       

      “Closing” has the meaning set
forth in Section 2.07.

       

      “Closing Date” means the date
the Closing takes place.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Code” means the Internal Revenue Code of
1986, as amended, and the rules and regulations thereunder.

       

      “Commodity Exchange Act” means
the Commodity Exchange
Act, as amended, and the rules and regulations thereunder.

       

      “Confidentiality Agreement”
means the agreement dated as of November 16, 2007 between Buyer and
Seller.

       

      “Contract” means any contract,
agreement, lease, license, commitment, sale and purchase order, or understanding
of any kind.

       

      “Damages” has the meaning set
forth in Section 10.02.

       

      “Employee Plan” has the meaning
set forth in Section 3.14.

       

      “ERISA” means the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations
thereunder.

       

      “ERISA Affiliate” means any
business or entity that would be treated as a single employer with any other
business or entity under Section 414 of the Code or is under common control with
any other business or entity under Section 4001(a)(14) of
ERISA.

       

      “Exchange Act” means the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.

       

      “Excluded Assets” has the meaning set
forth in Section 2.02.

       

      “Excluded Liabilities” has the meaning set
forth in Section 2.04.

       

      “Excluded Name” has the meaning set
forth in Section 2.02(e).

       

      “GAAP” means United States
generally accepted accounting principles, as in effect from time to time and
applied consistently.

       

      “Governmental Authority” means
any United States or foreign federal, state, or local government, governmental,
quasi-governmental, regulatory or administrative authority, agency, body,
instrumentality or commission or any court, tribunal or judicial or arbitral
body, or any Self-Regulatory Organization.

       

      “GSEC” means Goldman Sachs
Execution & Clearing, L.P.

       

      “GSEC Account” means the
specialist clearing account #21791209 (and all sub-accounts) at
GSEC.  Long and short Unsettled Trades and related obligations shall
be deemed to be in the GSEC Account and part of the Assumed Liabilities for
purposes of Section 2.03 even if the resulting positions have not yet been
recorded or settled in the GSEC Account.  Seller’s Stock Borrow
Obligations shall be deemed to be in the GSEC Account and part of the Excluded


       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Liabilities
for purposes of Section 2.04 for purposes of this Agreement whether or not yet
recorded.

       

      “GSEC Transfer and Assumption
Agreement” means an agreement among Buyer, Seller and GSEC pursuant to
which the Purchased Assets referred to in Section 2.01(a)(i) will be transferred
and related liabilities assumed, and providing for the release of all
obligations of the Seller, in relation to the Purchased Assets in the GSEC
Account and the Stock Borrow Obligations, in form and substance satisfactory to
each party thereto.

       

      “Indebtedness” means, without
duplication, all Liabilities of the Seller, or in connection with the Business,
any Affiliate of Seller: (a) for borrowed money or in respect of loans or
advances; (b) evidenced by bonds, debentures, notes or other similar
instruments; (c) for any accrued interest, prepayment premiums or penalties
or other costs or expenses related to any of the items referenced in clauses (a)
and (b); (d) in respect of letters of credit, whether or not drawn, and
bankers’ acceptances issued for the account of the Seller; and (e) in
respect of any guarantees of the Seller in connection with any of the
foregoing.  The term “Indebtedness” shall not include Stock Borrow
Obligations.

       

      “Indemnified Party” has the meaning set
forth in Section 10.03.

       

      “Indemnifying Party” has the meaning set
forth in Section 10.03.

       

      “Intellectual Property Rights”
means (a) all inventions (whether patentable or unpatentable and whether or not
reduced to practice), all improvements thereto, and all patents, patent
applications and patent disclosures, together with all reissuances,
continuations, continuations-in-part, divisions, revisions, extensions and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and domain names, together with all translations, adaptations,
derivations and combinations thereof and including all goodwill associated
therewith, and all applications, registrations and renewals in connection
therewith, (c) all copyrights and all applications, registrations and
renewals in connection therewith, (d) all mask works and all applications,
registrations and renewals in connection therewith, (e) all trade secrets and
confidential business information (including research and development, know-how,
formulae, compositions, manufacturing and production processes and techniques,
schematics, technology, technical data, designs, drawings, flowcharts, block
diagrams, specifications, customer and supplier lists, pricing and cost
information and business and marketing plans and proposals), (f) all computer
software, and (g) all rights to sue and recover for any past or future
infringement thereof.

       

      “Investment Advisers Act” means
the Investment Advisers Act of
1940, as amended, and the rules and regulations thereunder.

       

      “Investment Company Act” means
that Investment Company Act of
1940, as amended, and rules and regulations thereunder.

       

      “IT Assets” means computer
hardware.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Knowledge of Seller,” “Seller’s Knowledge” or any
other similar knowledge qualification with respect to Parent, Seller, or any
Affiliate of Seller in this Agreement means the actual knowledge of William
White, Paul Vroling, Richard den Drijver and William Floyd-Jones.

       

      “Liability” means any direct or
indirect liability, Indebtedness, claim, loss, damage, deficiency, obligation or
responsibility, fixed or unfixed, choate or inchoate, liquidated or
unliquidated, secured or unsecured, accrued, absolute, known or unknown,
contingent or otherwise.

       

      “Licensed Software” means the Software
as such term is defined in the Seller License.

       

      “Lien” means any mortgage,
lien, pledge, option, charge, security interest, or encumbrance in respect of a
property or asset.

       

      “Malicious Code” means a
computer program or piece of computer code, or any procedure, mechanism or
programming device that intentionally is designed to, or would enable any Person
to, corrupt or otherwise harm computing systems, the software, and/or computer
networks, including any “worms” or “viruses.”

       

      “Net Long/Short Amount” means
the aggregate value, as agreed to between the parties hereto, of the Seller’s
long positions (including any Unsettled Trades) in the Specialist Securities,
minus the aggregate value of the Seller’s short positions (including any
Unsettled Trades) in the Specialists Securities in the GSEC Account, in each
case based on the closing sale price of such securities on the NYSE, as of the
close of business on the Business Day immediately preceding the Closing
Date.

       

      “Notes” has the meaning set
forth in Section 5.08.

       

      “Note Purchase Agreement” has the meaning set
forth in Section 5.08.

       

      “NYSE” means The New York Stock
Exchange.

       

      “Parent” has the meaning set
forth in the introductory paragraph hereto.

       

      “Parent Material Adverse Effect” means
a material adverse effect on the business, financial
condition,  assets or results of operations of the Parent and its
Subsidiaries, taken as a whole, individually or in the aggregate, except any
such effect resulting from, relating to or arising in connection with
(a) changes in economic, regulatory or political conditions generally,
(b) financial market fluctuations or conditions, (c) economic or
regulatory changes or effects in or affecting the financial services industry
generally or (d) changes resulting from the execution of this Agreement,
the public announcement hereof or the consummation of the transactions
contemplated hereby (provided that with respect to (a), (b) or (c) such changes
do not adversely affect the Parent in a disproportionate manner).

       

      “Patent License” has the meaning set
forth in Section 7.05.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Permitted Liens” means
(a) Liens for Taxes, assessments and similar charges not yet due or payable
or being contested in good faith in appropriate proceedings for which adequate
reserves have been made in accordance with GAAP, (b) mechanic’s,
materialman’s, carrier’s, repairer’s and other similar Liens arising in the
ordinary course of business, and (c) with respect to leased real property,
any Liens on the underlying fee estate that do not materially detract from the
value or materially interfere with any current use of any leased real property
by Seller, and (d) Liens in favor of GSEC arising in the ordinary course of
business between Seller and GSEC as conducted through the GSEC
Account.

       

      “Person” means an individual,
corporation, partnership, limited liability company, association, trust or other
entity or organization, including a Governmental Authority.

       

      “Policies” has the meaning set
forth in Section 3.12.

       

      “Potential Contributor” has the
meaning set forth in Section 10.04.

       

      “Pre-Closing Tax Period” means
any Tax period ending on or before the Closing Date and, with respect to a Tax
period that begins on or before the Closing Date but ends thereafter, the
portion of such Tax period that ends on the Closing Date.

       

      “Privileges” has the meaning set
forth in Section 10.03(i).

       

      “Privileged Information” has the meaning set
forth in Section 10.03(i).

       

      “Put/Call Agreement” means the
Put/Call Option Agreement dated June 15, 2007, among the Seller, Mill Bridge IV,
LLC and the individuals listed on Schedule A thereto, as amended from time to
time.

       

      “Purchased Assets” has the
meaning set forth in Section 2.01.

       

      “Purchase Price” has the meaning set
forth in Section 2.06.

       

      “Regulatory Order” means, with
respect to the Seller or any officer, director or employee of the Seller, any
Contract, order, decree, agreement, memorandum of understanding or similar
arrangement with, or commitment letter or similar submission by, any
Person.

       

      “Refunds” has the meaning set
forth in Section 7.08.

       

      “Required Consents” has the meaning set
forth in Section 3.03.

       

      “Schedules” has the meaning set
forth in ARTICLE 3.

       

      “SEC” means the United States
Securities and Exchange Commission.

       

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

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Securities Laws” means,
collectively, the Securities Act, the Exchange Act, the Investment Advisers Act,
the Investment Company Act, the Commodity Exchange Act and the rules and
regulations promulgated thereunder and any other federal, state, local or
foreign securities laws, rules or regulations.

       

      “Segregated Account” has the meaning set
forth in Section 5.08.

       

      “Self-Regulatory Organization”
means FINRA (formerly known as “the National Association of Securities Dealers,
Inc.”), the NASDAQ Stock Market, Inc., the American Stock Exchange, the National
Futures Association, the Chicago Board of Trade, the NYSE, any national
securities exchange (as defined in the Exchange Act), any other securities
exchange, futures exchange, contract market, commodities market, any other such
exchange, clearing agency or corporation or any other similar federal, state or
foreign self-regulatory body or organization.

       

      “Seller” has the meaning set
forth in the introductory paragraph hereto.

       

      “Seller License” has the meaning set
forth in Section 7.04.

       

      “Specialist” and “Specialist Organization” means
“specialist” and “specialist organization”, respectively, as such terms are used
in the rules of the NYSE; when used with respect to specific securities, these
terms refer to securities in which the Specialist is registered as a Specialist
by virtue of a Specialist Allocation, and the NYSE member organization with
which such Specialist is associated, as the case may be.

       

      “Specialist Allocation” means
the right, granted by the NYSE to a Specialist Organization, to have its
Specialists act as such with respect to specified securities of Persons whose
securities are listed on the NYSE.

       

      “Specialist Securities” means
the specified securities allocated by the NYSE to the Seller and Specialists
associated with the Seller pursuant to a Specialist Allocation, which, as of the
date hereof, shall include, without limitation, the securities referred to in
Section 2.01(a)(i).

       

      “Stock Borrow Collateral” means
collateral of the Seller placed with GSEC in respect of the Stock Borrow
Obligations.

       

      “Stock Borrow Obligations”
means the obligations of the Seller to GSEC in relation to its short positions
in Specialist Securities.

       

      “Subsidiary” means, with
respect to any Person, any entity, whether incorporated or unincorporated, of
which at least a majority of the securities or ownership interests having by
their terms ordinary voting power to elect a majority of the board of directors
or other persons performing similar functions is directly or indirectly owned or
controlled by such Person.

       

      “Tax” means any (i) United
States federal, state or local or any foreign tax, fee, levy, duty, assessment,
custom, tariff or other similar charge of any kind whatsoever (including, but
not limited to, withholding on amounts paid to or by any Person), together with
any interest, 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      penalty,
addition to tax or additional amount, imposed or collected by any Governmental
Authority, and (ii) Liability for the payment of any amounts of the type
described in clause (i) of this paragraph as a result of Treasury Regulation
1.1502-6 (or similar provision of state, local or foreign law) or being party to
any agreement, arrangement or express or implied obligation to indemnify or pay
any other Person.

       

      “Taxing Authority” means any
Governmental Authority responsible for the imposition, collection, regulation or
administration of any Tax (United States federal, state or local or foreign
Tax), including, without limitation, the United States Internal Revenue Service
and Department of Treasury.

       

      “Tax Returns” means any
returns, declarations, statements, estimates, reports, forms, claims for refund
or credit, or other information relating to Taxes, including any schedules or
attachments thereto, any amendments thereof or supplements thereto, that are
supplied or required to be supplied to any Taxing Authority.

       

      “Third Party Claim” has the
meaning set forth in Section 10.03(b).

       

      “Transaction Agreements” means
this Agreement, the Assignment Agreement, the Seller License and the Patent
License.

       

      “Transferred Employee” has the
meaning set forth in Section 8.01.

       

      “Transition Services” has the meaning set
forth in Section 7.03.

       

      “Unsettled Trades” means
purchases or sales of Specialist Securities by Seller that (i) for purposes
of Section 3.06 hereof, as of the date hereof, and (ii) for all other purposes,
as of the time of Closing on the Closing Date, have been executed but not yet
settled.

       

      “WARN Act” has the meaning set
forth in Section 8.01(b).

       

      “Warranty Breach” has the meaning set
forth in Section 10.02(i).

       

      Section
1.02.     Interpretive
Matters

      
        


         

        (a)           Gender and
Number.  The masculine, feminine or neuter gender and the
singular or plural number shall each be deemed to include the others whenever
the context so requires.

         

        (b)           Currency.  References
to “$” or “dollars” shall be to United States dollars.

         

        (c)           References.  All
references to Articles or Sections herein refer to the referenced Articles or
Sections of this Agreement, unless otherwise stated.

         

        ARTICLE
2

        Purchase
and Sale

         

        Section
2.01.     Sale and Transfer of
Assets.

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        (a)           Except
as otherwise provided below, upon the terms and subject to the conditions of
this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell,
convey, transfer, assign and deliver, or cause to be sold, conveyed,
transferred, assigned and delivered, to Buyer at the Closing, free and clear of
all Liens, other than Permitted Liens all right, title and interest in, to and
under, the following assets and property (collectively, the “Purchased
Assets”):

         

        (i)           all
long and short positions (including rights and obligations in respect of
Unsettled Trades) in Specialist Securities in the GSEC Account as of the Closing
Date;

         

        (ii)          all
personal property and interests therein, listed on Schedule
2.01(a)(ii);

         

        (iii)         all
claims, rights, interests and benefits of Seller under the Contracts set forth
on Schedule
2.01(a)(iii) (the “Business
Contracts”);

         

        (iv)         all
rights, claims, credits, causes of action or rights of set-off against third
parties relating to the Purchased Assets; and

         

        (v)          copies
of all manuals, procedures, policies, distribution lists, mailing lists stock
sale and purchase ledgers, in each case, as used in the Business and existing on
the Closing Date and any information relating to any Tax imposed on the
Purchased Assets.

         

        Section
2.02.     Excluded
Assets.  The parties expressly understand and agree that other
than the Purchased Assets, no other assets and properties of Seller shall be
sold or transferred to Buyer hereby (the “Excluded Assets”)
including:

         

        (a)           all
of Seller’s cash and equivalents and other marketable securities (other than
marketable securities that are referred to in Section 2.01(a)(i));

         

        (b)           all
employment Contracts of any employee engaged by Seller in connection with the
Business;

         

        (c)           all
accounts, notes and other receivables, including receivables from or in respect
of securities borrowed, brokers and clearing organizations, exchanges and
affiliates;

         

        (d)           insurance
policies of Seller and all claims, credits, causes of action or rights
thereunder;

         

        (e)           all
rights to the name “Van der Moolen” and any symbols, logos and marks relating
thereto (the “Excluded
Name”);

         

        (f)           all
books, records, files and papers, whether in hard copy or computer format,
prepared in connection with this Agreement, the other Transaction Agreements or
the transactions contemplated hereby or thereby and all minute books and
corporate records of Seller other than those owned, held or used primarily in
the Business;

         

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        (g)           all
rights of Seller arising under this Agreement, the other Transaction Agreements
or the transactions contemplated hereby or thereby;

         

        (h)           all
assets of or relating to the Employee Plans;

         

        (i)           the
Intellectual Property Rights of Seller; and

         

        (j)           the
Stock Borrow Collateral (other than such Stock Borrow Collateral represented by
long positions in Specialist Securities).

         

        Section
2.03.        Assumed
Liabilities.  Upon the terms and subject to the conditions of
this Agreement, Buyer agrees, effective at the time of the Closing, to assume
the following, and only the following, Liabilities (the “Assumed Liabilities”), and no
other Liabilities whatsoever whether arising from the operation of the Business
prior to or following the Closing Date:

         

        (a)           All
Liabilities of the Seller arising out of the Business Contracts (other than
Liabilities (i) arising out of the breach thereof occurring on or prior to the
Closing Date or (ii) arising out of or relating to any termination or
announcement or notification of an intent to terminate any such Business
Contract prior to or as a result of, or in connection with, the announcement of,
or the execution and delivery of, this Agreement, the Closing, or the
transactions contemplated hereby);

         

        (b)           all
Liabilities of Buyer expressly set forth in the Agreement and the Transaction
Agreements; and

         

        (c)           all
Liabilities represented by any of the positions, at the Closing Date, in
Specialist Securities described in Section 2.01(a)(i), including
obligations to make all payments and deliver all securities and pay all
transaction related charges and fees in relation to Unsettled Trades, and all
Stock Borrow Obligations.

         

        Section
2.04.        Excluded
Liabilities.  Notwithstanding any provision in this Agreement
or any other writing to the contrary, Buyer is assuming only the Assumed
Liabilities and is not assuming, nor shall it for any reason be deemed to have
assumed, any other Liability of the Business, the Seller or any of its
Affiliates of whatever nature, whether or not of, associated with or arising
from the Business or the operation thereof or any Purchased Assets, that are not
Assumed Liabilities.  All such other Liabilities shall be retained by
and remain Liabilities of Seller and its Affiliates (all such Liabilities not
being assumed being herein referred to as the “Excluded
Liabilities”).  Without limiting the generality of the
foregoing, Excluded Liabilities shall include the following:

         

        (a)           all
Indebtedness of the Seller;

         

        (b)           all
Liabilities of Seller to Parent and other Affiliates of Seller;

         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        (c)           any
claim of a third party alleging infringement or misappropriation of Intellectual
Property Rights of third parties, solely to the extent that such claim relates
to, or was incurred during or in respect of, the time period prior to
Closing;

         

        (d)           all
Liabilities associated with the termination of any Contract that is not assumed
pursuant to this Agreement;

         

        (e)           all
Liabilities associated with the termination on or prior to the Closing Date of
any Contract, including any Business Contract;

         

        (f)           all
Liabilities related to any Excluded Assets;

         

        (g)           any
Liability relating to the employment, termination of employment, compensation or
employee benefits of (i) those Business Employees who become Transferred
Employees, and the dependents thereof, to the extent that such Liability arises
or is incurred during or in respect of the period prior to Closing, and (ii) all
other Business Employees, and dependents thereof, without
limitation;

         

        (h)           any
Liability of or relating to Employee Plans, including without limitation,
relating to the funding, operation, administration, amendment or termination of,
or withdrawal or partial withdrawal from, any employee benefit plan or
arrangement of Seller or its ERISA Affiliates (including, without limitation,
under Section 302 and Title IV of ERISA and Sections 412, 4971 and 4980 of the
Code), whether arising before, on or after the Closing;

         

        (i)           all
Liabilities of Seller related to linkage fees assessed against the Business for
directing trades to other exchanges on or prior to the Closing
Date;

         

        (j)           (i)
all Liabilities of Seller or any member of any consolidated, affiliated,
combined, unitary or similar group of which Seller is or has been a member, for
or with respect to Taxes, and (ii) any and all Taxes imposed on, with respect to
or arising out of the Purchased Assets or the Business for any Pre-Closing Tax
Period; and

         

        (k)          all
Liabilities relating to any Regulatory Order, or any litigation, Claim,
proceeding, action (including any individual, joined or class action), cause of
action, assertion, allegation, demand, suit, inquiry, investigation,
examination, hearing or complaint whatsoever (collectively, “Actions”) of or by any Person
(including any Governmental Authority) relating to any Purchased Assets, the
Business or the Seller, arising out of, in connection with, or relating in any
manner to, (i) the operation of the Business or the use or ownership of the
Purchased Assets on or prior to the Closing Date, or (ii) any act or omission of
Seller or Parent (including without limitation, any violation or breach of any
Applicable Laws, including without limitation any Securities Laws).

         

        Section
2.05.        Certain
Assignments.  (a) Notwithstanding any provision of this
Agreement to the contrary, this Agreement shall not constitute an agreement to
assign any Purchased Asset or any right thereunder if an attempted assignment
without the consent of any Person including a Governmental Authority would
constitute a breach of obligations thereunder, 

         

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        or in any
way adversely affect the rights of Seller, or upon transfer, the Buyer
thereunder, or would otherwise result in violations of Applicable Laws that
could result in sanctions or an extraordinary action by Governmental
Authorities.  If any transfer or assignment by Seller or any of its
Affiliates to, or any assumption by Buyer of, any interest in, or Liability
under, any Purchased Asset requires the consent of a third party, then such
assignment or assumption shall be made subject to such consent being
obtained.  If any such consent is not obtained prior to Closing,
Seller and Buyer will cooperate (at their own expense) in a mutually agreeable
arrangement under which Buyer would obtain benefits and assume the obligations
thereunder in accordance with this Agreement.

         

        (b)          
Upon the request of Buyer at any time before or after Closing, at Seller’s sole
expense, Seller shall cooperate with Buyer and use its commercially reasonable
efforts to promptly obtain execute and deliver any instruments of transfer or
assignment or other documents reasonably necessary to perfect or correct
Seller’s or its Affiliates’ title in or to the Purchased Assets and Seller shall
be solely responsible for all costs relating to the acquisition, preparation and
the filing or other recordation of any such instruments or
documents.

         

        Section
2.06.        Purchase Price; Allocation of
Purchase Price.  (a) The consideration for and in respect of
the Purchased Assets and the assumption of the Assumed Liabilities is *
(collectively, the “Purchase Price”), *.

         

        (b)           The
Purchase Price shall be allocated among the Purchased Assets and the covenants
provided for in Sections 5.05 and 7.03 for purposes of Section 1060 of the Code
and other applicable Tax purposes.  As soon as practicable after the
Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) that
sets forth a determination of the Purchase Price and an allocation of the
Purchase Price among the Purchased Assets.  If within 10 days after
the delivery of the Allocation Statement Seller notifies Buyer in writing that
Seller objects to the allocation set forth in the Allocation Statement, Buyer
and Seller shall use commercially reasonable efforts to resolve such dispute
within 20 days.  In the event that Buyer and Seller are unable to
resolve such dispute within 20 days, Buyer and Seller shall jointly retain a
nationally recognized accounting firm (the “Accounting Referee”) to
resolve the disputed items.  Upon resolution of the disputed items,
the allocation reflected on the Allocation Statement shall be adjusted to
reflect such resolution.  The costs, fees and expenses of the
Accounting Referee shall be borne equally by Buyer and Seller.  If an
adjustment is made with respect to the Purchase Price pursuant to Section 10.06,
the Allocation Statement shall be adjusted in accordance with Section 1060 of
the Code and as mutually agreed by Buyer and Seller.  Seller shall
timely and properly prepare, execute, file and deliver all documents, forms and
other information as Buyer may reasonably request to prepare the Allocation
Statement.

         

        (c)           Seller
and Buyer shall (i) be bound by the Allocation Statement (and any adjustments
thereto pursuant to Section 2.06(b)), and (ii) not take (or cause or permit any
of their respective Affiliates to take) any position inconsistent therewith in
the preparation or filing of any Tax Return (including, without limitation,
filing Form 8594 with its federal income Tax 

         

         

          
            

          

        

        
          *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

           

           

        

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        Return for
the taxable year that includes the date of the Closing) or in any audit or
proceeding with respect to any Taxes.

         

        (d)           Not
later than 30 days prior to the filing of their respective Forms 8594 relating
to this transaction, each party shall deliver (or cause to be delivered) to the
other party a copy of its Form 8594.

         

        Section
2.07.       Closing.  (a) The
closing of the transaction herein contemplated (the “Closing”) shall take place at
the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York
Plaza, New York, New York, on the later of December 10, 2007 and the first
Monday that is a Business Day following the satisfaction of the conditions set
forth in ARTICLE 9, or at such other time or place as Buyer and Seller may
agree, it being agreed that Closing shall take place, to the extent possible,
prior to the opening of the NYSE on the Closing Date.

         

        (b)           At
the Closing, Buyer will deliver, or cause to be delivered to Seller the
following:

         

        (i)           the
Purchase Price, *, in immediately available funds by wire transfer to an account
or accounts designated by Seller, by notice to Buyer, not later than two
Business Days prior to the Closing Date;

         

        (ii)          a
counterpart to the Assignment Agreements executed by Buyer and such other
documentation as is necessary or appropriate to effect or evidence the
assumption by Buyer of the Assumed Liabilities; and

         

        (iii)         a
counterpart to each of the Seller License, the Patent License and the other
Transaction Agreements to which Buyer is a party, executed by
Buyer.

         

        (c)           At
the Closing, Seller will deliver, or cause to be delivered, to Buyer the
following:

         

        (i)           the
absolute value of the Purchase Price, *, in immediately available funds by wire
transfer to an account or accounts designated by Buyer, by notice to Seller, not
later than two Business Days prior to the Closing Date;

         

        (ii)          evidence
reasonably satisfactory to Buyer of the transfer of ownership of the Seller’s
position in the Specialist Securities as of the Closing Date;

         

        (iii)         a
list of the Specialist Securities of Seller in the GSEC Account, and Stock
Borrow Obligations relating to any short sales as of the close of business on
the day prior to the Closing Date;

         

        (iv)         a
certificate signed by each of Seller and Parent to the effect that it is not a
“foreign person” as defined in Section 1445 of the Code substantially in the
form set forth in Treasury Regulation Section
1.1445-2(b)(2)(iii)(B);

         

          
            

          

        

        
          *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

           

        

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        (v)          a
counterpart to the Assignment Agreements executed by Seller;

         

        (vi)         such
other documentation as is reasonably necessary or appropriate to effect or
evidence the transfer of the Purchased Assets to Buyer;

         

        (vii)        a
counterpart to each of the Seller License, the Patent License and the other
Transaction Agreements to which Seller is a party, executed by Seller;
and

         

        (viii)       the
certificates to be delivered by Seller pursuant to
Section 9.02.

         

        ARTICLE
3

        Representations
and Warranties of Seller 

         

        Except as
set forth in the disclosure schedules prepared by Seller and delivered to Buyer
simultaneously with the execution hereof (the “Schedules”), Seller represents
and warrants to Buyer that as of the date hereof, and as of the Closing
Date:

         

        Section
3.01.       Corporate Existence and
Power.  Seller is a limited liability company duly incorporated
under the laws of the State of New York, validly existing and in good standing
under such laws, and has all limited liability company powers and all
governmental licenses, authorizations, permits, consents and approvals of all
Governmental Authorities required to carry on its business as now conducted
(including without limitation, the Business) except for those licenses,
authorizations, permits, consents and approvals the absence of which,
individually or in the aggregate, has not had, and would not reasonably be
expected to have, a Business Material Adverse Effect.  Seller is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction where such qualification is necessary, except for those
jurisdictions where the failure to be so qualified, individually or in the
aggregate, has not had, and would not reasonably be expected to have, a Business
Material Adverse Effect.

         

        Section
3.02.       Corporate
Authorization.  The execution, delivery and performance by
Seller of this Agreement and, as of the Closing, the other Transaction
Agreements to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, are within Seller’s power, and have been or, in
the case of the other Transaction Agreements, will have been, duly authorized by
all necessary action on the part of Seller and no other proceedings on the part
of Seller will be necessary to authorize, approve, or consent to, this Agreement
or any other Transaction Agreements, or to consummate the transactions
contemplated hereby and thereby.  Assuming the due authorization,
execution and delivery of this Agreement and, as of the Closing, the other
Transaction Agreements by Buyer, each of this Agreement and the other
Transaction Agreements constitutes (or when executed and delivered will
constitute) a valid and binding agreement of Seller, enforceable against Seller
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally and to general principles of
equity.

         

        Section
3.03.       Governmental
Authorization.  The execution, delivery and performance by
Seller of this Agreement and, as of the Closing, the other Transaction
Agreements to which it is a party and the consummation of the transactions
contemplated hereby and thereby do not violate 

         

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        any
authorizations, registrations, or licenses of Seller with any Governmental
Authority and requires no action by, in respect of or filing with any
Governmental Authority or official other than (a) filing of amended Forms
BD with the SEC and the securities commission or similar authority of any
applicable State, (b) approval by the Self-Regulatory Organizations of
which Seller is a member and (c) the other items set forth on Schedule 3.03 (the
items referred to in clause (c) of this Section 3.03, the “Required
Consents”).

         

        Section
3.04.       Noncontravention.  The
execution, delivery and performance by Seller of this Agreement and, as of the
Closing, the other Transaction Agreements and the consummation of the
transactions contemplated hereby and thereby do not and will not (i) violate the
limited liability company agreement or other constituting documents of the
Seller, (ii) assuming compliance with the matters referred to in Section 3.03,
violate any Applicable Law except
for any violations which, individually or in the aggregate, have not had,
and would not reasonably be expected to have, a Business Material Adverse
Effect, (iii) except as disclosed on Schedule 3.03, Schedule 3.04, and
Schedule 4.03,
require any material consent or other action by any Person under, constitute a
default under, cause or permit the termination, cancellation, modification or
acceleration of any material right or obligation or the loss of any material
benefit relating to the Purchased Assets or (iv) result in the creation or
imposition of any material Lien on any Purchased Asset.

         

        Section
3.05.       Title to
Assets.  Seller has sole and exclusive good and valid legal
title to, and beneficial ownership of, all of the Purchased Assets, including
without limitation, Seller’s long positions in the Specialist Securities in the
GSEC Account, in each case, free and clear of any Liens other than Permitted
Liens. Seller will transfer and deliver to Buyer, at the Closing, good and valid
title to the Purchased Assets, free and clear of any Liens other than Permitted
Liens.

         

        Section
3.06.       Specialist Securities. Schedule 3.06 sets
forth a list, as of the close of the NYSE on the Business Day immediately
preceding the date hereof, of the number and designation of Specialist
Securities (including detail as to both its long- and short- positions therein),
including Unsettled Trades in the GSEC Account and Stock Borrow Obligations of
Seller.  The GSEC Account is the only clearing account through which
the Seller maintains Specialist Securities.

         

        Section
3.07.       Solvency.  Seller
is, and immediately following Closing will be, solvent.  The value of
the assets of Seller is, and immediately following Closing will be, greater than
the sum of its Liabilities and outstanding equity.  The Seller is, and
immediately following Closing will be, able to satisfy its Liabilities as they
come due in the ordinary course of business.

         

        Section
3.08.       Business
Contracts.

         

        (a)           Each
Business Contract is a valid and binding Contract of Seller, and is in full
force and effect, and Seller is not in default or breach under the terms of any
such Contract, and to the Knowledge of Seller, no other party to any Business
Contract is in breach or default thereof, except, in any such case, for such
defaults or breaches that, individually or in the 

         

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        aggregate,
have not had, and would not reasonably be likely to have, a Business Material
Adverse Effect.

         

        (b)           A
true and complete copy of each such Business Contract, including any amendments
thereto, has been provided to Buyer.

         

        Section
3.09.       Litigation.  Except
as set forth on Schedule 3.09, there
is no Action pending against, or to the Knowledge of Seller, threatened against
or affecting, Seller or any employees of Seller which has had or would
reasonably be expected to have a Business Material Adverse Effect, and there is
no Action pending, or to the Knowledge of Seller, threatened that in any manner
challenges or seeks to prevent, enjoin, alter or materially delay the
transactions contemplated by this Agreement or the other Transaction
Agreements.

         

        Section
3.10.       Compliance with
Laws.  Except as disclosed on Schedule 3.10, Seller
is, and to Seller’s Knowledge its employees are, in compliance with all
Applicable Laws, including, without limitation, all Securities Laws applicable
to the Business, except such non-compliance as would not reasonably be expected
to have a Business Material Adverse Effect.

         

        Section
3.11.       Intellectual
Property.  (a) The operation of the Business (including
the operation and use of the Licensed Software, as such Licensed Software is
currently being used in the Business) does not infringe upon the Intellectual
Property Rights of any third parties, and no claim or notice from a third party
alleging such infringement has been received, or to the Seller's Knowledge, is
threatened against the Seller.

         

        (b)           The
Seller has taken commercially reasonable steps to ensure the continued and
uninterrupted operation of the IT Assets and software used in the Business
(including the Licensed Software), including employing security, maintenance,
disaster recovery, redundancy, backup, archiving and virus or malicious device
scanning/protection measures and securing its Software from unauthorized access,
penetration, intrusion, or security or firewall breach, in accordance with the
normal industry practice.  To the Knowledge of Parent and the Seller,
the IT Assets and Licensed Software is free from Malicious Code and does not
contain any bugs, errors, or problems that, in each case, would be expected to
materially impact the operation of such Licensed Software, or any computer
software or device intended to or capable of causing the Licensed Software to
cease functioning after a specific period of time  or on a specific
date or event.

         

        (c)           Seller
has sufficient rights in the Licensed Software to grant the license set forth in
Section 2 of the Seller License, and (i) the Licensed Software is not the
subject of any Lien, other than Permitted Liens, and (ii) there are no pending,
or to Seller’s Knowledge threatened, Actions by or against Seller, in either
case, that would reasonably be expected to impair or alter the scope of such
license in the future.  Schedule 3.11(c) sets
forth a complete and accurate list of all Third Party Software (as defined in
the Seller License) embedded in or used in connection with the Licensed Software
and the governing license (including open source licenses) for each such item of
Third Party Software.

         

        Section
3.12.       Insurance
Coverage.  The insurance policies covering Seller, its
Affiliates 

         

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        and their
respective officers, directors, employees and members (the “Policies”) are in full force
and effect, all premiums with respect to the Policies covering all periods up to
and including the Closing Date have been paid and no notice of cancellation or
termination has been received with respect to any such Policy.  The
Policies provide for insurance coverage in amounts which are sufficient to cover
any losses that a reasonably prudent Specialist Organization would reasonably
expect to incur, including any losses that the Seller and its Affiliates
reasonably expect to incur in connection with any pending or threatened Actions
against Seller, its Affiliates and their respective officers, directors,
employees and members.

         

        Section
3.13.       Finders’
Fees.  There is no investment banker, broker, finder or other
intermediary that has been retained by, or is authorized to act on behalf of,
Seller or any of its Affiliates that might be entitled to any fee or commission
in connection with the transactions contemplated by this Agreement or the other
Transaction Agreements.

         

        Section
3.14.       Employee Benefit
Plans.  (a) For purposes of this Agreement, “Employee Plan” means each
“employee benefit plan”, as defined in Section 3(3) of ERISA, each employment,
severance, retention, bonus, termination, or similar contract, plan arrangement
or policy and each other plan or arrangement providing for compensation,
bonuses, profit-sharing, stock option or other stock related rights or other
forms of incentive or deferred compensation, vacation benefits, insurance
(including any self-insured arrangements), health or medical benefits, employee
assistance program, disability or sick leave benefits, fringe benefits, workers’
compensation, supplemental unemployment benefits, severance benefits and
post-employment or retirement benefits or other employee benefits of any kind
which is maintained, administered or contributed to by Seller or any of its
ERISA Affiliates and covers any Business Employee (and, if applicable, related
trust or funding agreements or insurance policies).  

         

        (b)           None
of Seller or any of its ERISA Affiliates or any predecessor thereof contributes
to, or has in the past six years contributed to, any multiemployer plan, as
defined in Section 3(37) of ERISA.  None of Seller or any of its ERISA
Affiliates or any predecessor thereof maintains or contributes to, or has in the
past six years maintained or contributed to, any plan that is subject to Title
IV of ERISA.  Buyer shall have no liability, contingent or otherwise,
with respect to any employee plans or agreements which are now or previously
have been sponsored, maintained, contributed to, or required to be contributed
to by Seller or any ERISA Affiliate of Seller.

         

        (c)           No
event has occurred and, to the Knowledge of Seller, there exists no condition or
set of circumstances in connection with which Buyer would be reasonably expected
to be subject to any actual or contingent Liability with respect to any Employee
Plan under (i) the terms of such plan or (ii) ERISA, the Code or any other
Applicable Law.

         

        (d)           Seller
is not a party to any collective bargaining or other labor or union contract
applicable to any Business Employee, and no collective bargaining agreement is
being negotiated by Seller with respect to any Business Employee.  No
labor dispute, strike or work stoppage or lock-out is pending or, to the
Knowledge of Seller, threatened against or involving the Business.

         

         

        
          
            
            

          

          
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        (e)           Each
Employee Plan which is intended to be qualified under Section 401(a) of the Code
has received a favorable determination letter, and Seller is not aware of any
reason why any such determination letter should be revoked or not be
reissued.

         

        (f)           Schedule 3.14(f) sets
forth a list of the names, titles and current salaries of all Business Employees
who are actively employed in the Business as of the date hereof and indicates
any such Business Employees who are on short-term disability or other approved
leave of absence (other than vacation).

         

        Section
3.15.       Taxes.

         

        (a)           For
purposes of this Section 3.15, “Seller” shall include, not only Seller, but also
any entity that is a member of any consolidated, combined, or unitary group of
which Seller is also a member.

         

        (b)           Except
as set forth on Schedule 3.15(b),
Seller has filed all material Tax Returns that it was required to file, and all
such Tax Returns are true, accurate and complete in all material
respects.  All Taxes owed by Seller (whether or not shown on any Tax
Return) have been paid.  There is no dispute or claim concerning any
material Tax liability of Seller either (i) asserted in writing by any
Taxing Authority, or (ii) as to the Knowledge of Seller.  Seller does
not expect any Taxing Authority to assess any material additional Taxes for any
period for which Tax Returns have been filed.

         

        (c)           Seller
has withheld and paid all Taxes required to have been withheld and paid in
connection with any amounts paid or owing to any employee, independent
contractor, creditor, stockholder or other third party, and all Forms W-2 and
1099 required with respect thereto have been properly completed and timely
filed.

         

        (d)           There
are no material Liens with respect to any Taxes upon any of the Purchased
Assets, other than (i) Taxes, the payment of which is not yet due, or (ii) Taxes
or charges being contested in good faith by appropriate
proceedings.

         

        (e)           Seller
currently is treated as a partnership for federal income tax purposes, and at
all times since its formation Seller has been treated, for federal income tax
purposes, as either a disregarded entity under Treasury Regulation
§301.7701-3(b) or a partnership, and has not been treated as a
corporation.

         

        Section
3.16.        Sufficiency of
Assets.  Assuming (a) all Required Consents and Buyer
Consents are obtained, (b) Buyer meets the regulatory and operational
requirements imposed upon (i) Specialist Organizations specifically,
(ii) SEC registered broker-dealers and NYSE member organizations and FINRA
members generally, and all capital and net liquid assets requirements that a
Specialist Organization would require under NYSE and SEC rules in relation to
the positions being assumed by Buyer in respect of the Specialist Securities,
and the Specialist Securities that have been allocated to Seller pursuant to the
Specialist Allocation and Buyer has made the necessary arrangements with the
NYSE to obtain space on the NYSE trading floor, (c) satisfaction of all
conditions to Closing set forth herein, and (d) Buyer has obtained sufficient


         

         

        
          
            
            

          

          
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        rights to
use all software listed on Schedule 3.11(c), the
Purchased Assets together with Buyer’s rights hereunder and under the other
Transaction Agreements constitute all the assets, properties and rights
necessary to conduct the Business as currently conducted.

         

        ARTICLE
4

        Representations
and Warranties of Buyer

         

        Buyer
represents and warrants to Seller that as of the date hereof, and as of the
Closing Date:

         

        Section
4.01.        Corporate Existence and
Power.  Buyer is a corporation duly incorporated under the laws
of the State of Delaware, validly existing and in good standing under such laws,
and has all corporate powers and all governmental licenses, authorizations,
permits, consents and approvals of all Governmental Authorities required to
carry on its business except for those licenses, authorizations, permits,
consents and approvals the absence of which, individually or in the aggregate,
has not had, and would not reasonably be expected to have, a Buyer Material
Adverse Effect.  Buyer is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where the failure to
be so qualified, individually or in the aggregate, has not had, and would not
reasonably be likely to have, a Buyer Material Adverse Effect.

         

        Section
4.02.        Corporate
Authorization.  The execution, delivery and performance by
Buyer of this Agreement and, as of the Closing, the other Transaction
Agreements, and the consummation of the transactions contemplated hereby and
thereby, are within Buyer’s power, and have been or, in the case of the other
Transaction Agreements, will have been, duly authorized by all necessary action
on the part of Buyer and no other proceedings on the part of Buyer will be
necessary to authorize, approve, or consent to, this Agreement or any other
Transaction Agreements, or to consummate the transactions contemplated hereby
and thereby.  Assuming the due authorization, execution and delivery
of this Agreement and, as of the Closing, the other Transaction Agreements by
Seller, each of this Agreement and the other Transaction Agreements constitutes
(or when executed and delivered will constitute) a valid and binding agreement
of Buyer, enforceable against Buyer, in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization or other laws of general
application relating to or affecting the enforcement of creditors’ rights
generally and to general principles of equity.

         

        Section
4.03.        Governmental
Authorization.  The execution, delivery and performance by each
of Buyer of this Agreement and, as of the Closing, by Buyer of the other
Transaction Agreements and the consummation of the transactions contemplated
hereby and thereby do not violate any authorizations, registrations, or licenses
of Buyer with any Governmental Authority and requires no action by, in respect
of, or material filing with any Governmental Authority, agency or official other
than (a) compliance with any applicable requirements of the Exchange Act,
(b) compliance with the requirements of any Self-Regulatory Organization,
and (c) the items set forth on Schedule 4.03 (the
items referred to in clause (c) of this Section 4.03, the “Buyer Consents”).

         

        Section
4.04.        Noncontravention.  The
execution, delivery and performance by Buyer of 

         

         

        
          
            
            

          

          
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        this
Agreement and, as of the Closing, the other Transaction Agreements and the
consummation of the transactions contemplated hereby and thereby do not and will
not (a) violate the articles of incorporation and by-laws of Buyer,
(b) assuming (i) the accuracy and truth of the Seller’s and Parent’s
representations and warranties contained herein, and (ii) compliance with
the matters referred to in Section 4.03, violate any Applicable Law, except, in
each case, such violations which individually, or in the aggregate have not had,
and would not reasonably be expected to have a Buyer Material Adverse
Effect.

         

        Section
4.05.        Financing.  Buyer
has sufficient funds to enable it to make payment of the Purchase Price and all
other amounts to be paid by it hereunder.

         

        Section
4.06.        Inspections; No Other
Representations.  Buyer is an informed and sophisticated
purchaser, and has engaged expert advisors, experienced in the evaluation and
purchase of property and assets such as the Purchased Assets as contemplated
hereunder.  Buyer has undertaken such investigation and has been
provided with and has evaluated such documents and information as it has deemed
necessary to enable it to make an informed and intelligent decision with respect
to the execution, delivery and performance of this Agreement.  Buyer
will undertake prior to the Closing such further investigation and request such
additional documents and information as it deems necessary.  Buyer
agrees to accept the Purchased Assets in the condition they are in on the
Closing Date based on its own inspection, examination and determination with
respect to all matters and without reliance upon any express or implied
representations or warranties of any nature made by or on behalf of or imputed
to Seller, except the representations and warranties of Seller and Parent set
forth in this Agreement and the other Transaction Agreements.  Without
limiting the generality of the foregoing, Buyer acknowledges that Seller makes
no representation or warranty with respect to (a) any projections,
estimates or budgets delivered to or made available to Buyer of future revenues,
future results of operations (or any component thereof), future cash flows or
future financial condition (or any component thereof) of the Business or the
future business and operations of the Business or (b) any other information
or documents made available to Buyer or its counsel, accountants or advisors
with respect to the Business, except as expressly set forth in this
Agreement.

         

        Section
4.07.        Litigation.  There
is no Action pending against, or to the Knowledge of Buyer, threatened against
or affecting, Buyer that in any manner challenges or seeks to prevent, enjoin,
alter or materially delay the transactions contemplated by this Agreement or the
other Transaction Agreements.

         

        Section
4.08.        Finders’
Fees.  There is no investment banker, broker, finder or other
intermediary that has been retained by, or is authorized to act on behalf of,
Buyer that might be entitled to any fee or commission in connection with the
transactions contemplated by this Agreement or the other Transaction
Agreements.

         

        Section
4.09.        NYSE Member
Organization.  Buyer is a member organization of the
NYSE.

         

         

        
          
            
            

          

          
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        ARTICLE
5

        Covenants
of Seller

         

        Seller
agrees that:

         

        Section
5.01.       Conduct of the
Business.  From the date hereof until the Closing Date, Seller
shall conduct the Business in the ordinary course consistent with past practice
and shall use commercially reasonable efforts to preserve intact the business
organizations and relationships with third parties relevant to the Business, and
to keep available the services of the present Business
Employees.  Without limiting the generality of the foregoing, from the
date hereof until the Closing Date, with respect to the Business, Seller will
not, without the prior written consent of Buyer:

         

        (a)           except
for the purchase of securities or other investments or assets in the ordinary
course of business consistent with past practice, acquire a material amount of
assets from any Person or merge or consolidate Seller with any other
Person;

         

        (b)           sell,
lease, license or otherwise dispose of any material Purchased Assets other than
i) pursuant to existing contracts or commitments disclosed herein, or ii) for
sales, transfers or other dispositions of securities or other investments or
assets in the ordinary course of business, consistent with past
practice;

         

        (c)           commence
an Action against any customer of the Business;

         

        (d)           terminate
any Business Contract or waive, release, cancel or assign any material rights or
claims thereunder other than in the ordinary course of business consistent with
past practice;

         

        (e)           take
any action to, or that would reasonably be likely to, discourage, prevent or
interfere with (i) the offers of employment by Buyer to Business Employees or
(ii) such Business Employees’ decisions to accept such offers of
employment;

         

        (f)           fail
to comply with the minimum net capital requirements applicable to the Seller
under the Exchange Act, and those applicable to it under the rules of the NYSE
relating to Specialists or any other similar requirement of any applicable
Governmental Authority;

         

        (g)           with
respect to any Purchased Asset (i) make or revoke any Tax election or
change any Tax accounting method, except as required by applicable Tax law or
(ii) settle, compromise or concede any audit, claim, deficiency or
proceeding relating to Taxes; or

         

        (h)           agree
or commit to do any of the foregoing.

         

        Section
5.02.        Access to
Information.  (a) From the date hereof until the Closing Date,
Seller will (1) give, and cause its Affiliates to give, to Buyer, its counsel,
financial advisers, auditors and other authorized representatives reasonable
access to the personnel, offices, properties, Contracts, books and records
relating to the Business, (ii) furnish promptly, and cause 

         

         

        
          
            
            

          

          
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        its
Affiliates to furnish promptly, to Buyer, its counsel, financial advisers,
auditors and other authorized representatives such financial and operating data
and other information relating to the Business as such Persons may reasonably
request and (iii) instruct the employees, counsel and financial advisers of
Seller and its Affiliates to cooperate with Buyer in its investigation of the
Business as Buyer may reasonably request and shall assist Buyer in communicating
with Persons having business relationships, agreements and arrangements with the
Business regarding the transactions contemplated by this Agreement, including
the auditors, consultants and other financial and legal advisors of the
Business.  Buyer and Seller agree that any investigation pursuant to
this Section 5.02 shall be conducted in such manner as not to interfere
unreasonably with the conduct of business of Seller.

         

        (b)           On
and after the Closing Date, Seller will afford, and will cause its Affiliates to
afford, to Buyer and its agents, reasonable access to its books of account,
financial and other records, information, employees and auditors to the extent
necessary for Buyer in connection with any audit, investigation, dispute,
regulatory inquiry, or litigation, or any other reasonable business purpose
relating to or arising out of the Business; provided that any such access
by Buyer shall not unreasonably interfere with the conduct of the business of
Seller.  Buyer shall bear all of the out-of-pocket costs and expenses
(including, without limitation, attorneys’ fees) reasonably incurred in
connection with the foregoing.

         

        Section
5.03.        No
Negotiation.  Until such time as this Agreement shall be
terminated pursuant to Section 11.01, with respect to the Business, Seller shall
not, and shall cause its Affiliates not to, directly or indirectly, solicit,
initiate, encourage or entertain any inquiries or proposals from, discuss or
negotiate with, provide any nonpublic information to or consider the merits of
any inquiries or proposals from any Person (other than Buyer) relating to any
business combination transaction involving Seller or, the merger or
consolidation of Seller, or the sale of Seller or any of the Purchased Assets or
the Business.  Seller shall notify Buyer of any such inquiry or
proposal within twenty-four (24) hours of receipt or awareness of the same by
Seller or its Affiliates.

         

        Section
5.04.        Confidentiality.  (a)
Seller acknowledges that prior to the Closing Date, Seller and its Affiliates
have had, and will continue to have, access to confidential information of the
Business which is not generally known to the public.  Seller agrees
that, following the Closing, it will not, and will cause its Affiliates not to,
without the prior express written permission of the Buyer, disclose to any other
Person or use in any way any confidential or proprietary information of the
Business which Seller or its Affiliates may have obtained at any time, whether
prior to the Closing Date or otherwise, including, without limitation this
Agreement and the other Transaction Agreements, provided that Seller may
disclose such information; (i) to Governmental Authorities where requested
by them or required by Applicable Law, and (ii) to its officers, directors,
employees, accountants, counsel, consultants, advisers and agents, so long as
such Persons are informed by Seller of the confidential nature of such
information and are directed by Seller to treat such information
confidentially.

         

        (b)           Prior
to the Closing Date and after any termination of this Agreement, Seller and its
Affiliates will hold, and will use its commercially reasonable efforts to cause
their respective officers, directors, employees, accountants, counsel,
consultants, advisers and agents to hold, in 

         

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        confidence,
unless compelled to disclose by judicial or administrative process or by other
requirements of Applicable Law, all confidential documents and information
concerning the Buyer furnished to Seller or its Affiliates or their respective
officers, directors, employees, accountants, counsel, consultants, advisers and
agents in connection with the transactions contemplated by this Agreement and
the other Transaction Agreements, including without limitation the terms of this
Agreement and the other Transaction Agreements, except to the extent that such
information is (i) previously known on a non-confidential basis by Seller and
its Affiliates, (ii) in the public domain through no fault of Seller or any of
its Affiliates or their respective officers, directors, employees, accountants,
counsel, consultants, advisers or agents, (iii) later lawfully acquired by
Seller or its Affiliates from sources other than Buyer or its Affiliates; provided that Seller, and its
Affiliates may disclose such information (A) to Governmental Authorities
where requested by them or required by Applicable Law, and (B) to their
respective officers, directors, employees, accountants, counsel, consultants,
advisers and agents, so long as such Persons are informed by Seller or its
Affiliates of the confidential nature of such information and are directed by
Seller or its Affiliates to treat such information confidentially or (iv) is
disclosed in accordance with Section 7.06.  In all cases, Seller, and
its Affiliates shall be responsible for any failure to treat such information
confidentially by such Persons.  The obligation of Seller and its
Affiliates to hold any such information in confidence shall be satisfied if they
exercise the same care with respect to such information as they would take to
preserve the confidentiality of their own similar information.  If
this Agreement is terminated, upon the written request of Buyer, Seller will,
subject to Applicable Law, use its commercially reasonable efforts to cause its
officers, directors, employees, accountants, counsel, consultants, advisors and
agents to, destroy or deliver to Buyer, all documents and other materials, and
all copies thereof, obtained by Seller or its Affiliates or on their behalf from
Buyer or its Affiliates in connection with this Agreement that are subject to
the confidentiality obligations of Seller and its Affiliates under this Section
5.04.  Notwithstanding any provision of this Agreement to the
contrary, no provision of this Agreement shall require the destruction of copies
of any computer records or files containing confidential information which have
been created pursuant to automatic archiving and back-up procedures which cannot
reasonably be deleted.

         

        Section
5.05.        Taxes.  Buyer and
Seller shall each bear 50% of all sales, transfer, documentary, stamp, recording
and similar Taxes incurred in connection with the purchase and sale of the
Purchased Assets.  Seller shall pay or cause to be paid, and shall
indemnify and hold Buyer harmless against, any Tax imposed as a result of
non-compliance by Seller with the provisions of the “bulk sales,” “bulk
transfer,” or similar laws of any State or political subdivision
thereof.

         

        Section
5.06.        Put/Call
Agreement.  Seller agrees that if the Closing shall occur, each
of the Transferred Employees shall be deemed to have timely exercised his or her
Put Option with respect to all of his or her Membership Interests in the Seller
and Seller shall, within 30 days following Closing, purchase from each such
individual all of his or her Membership Interests in Seller for an amount equal
to such individual’s Capital Balance so long as such Capital Balance is a
positive amount.  No payment will be made or owed by Seller to any
individual with a negative Capital Balance.  All capitalized terms
used in this Section 5.06 shall have the meaning set forth in the Put/Call
Agreement unless otherwise defined in this Agreement.

         

         

        
          
            
            

          

          
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        Section
5.07.        Insurance.  Seller
agrees to use commercially reasonable efforts to cause its insurers to accept
and handle any claims made against Buyer with respect to the Purchased Assets
for claims having occurred prior to Closing.

         

        Section
5.08.        Segregated
Account.  Prior to the Closing, Seller will establish an
account (the “Segregated
Account”) with GSEC (or
another financial institution reasonably acceptable to both Buyer and Seller)
and at the Closing or as soon as permitted by the NYSE thereafter, Seller will
deposit into the Segregated Account immediately available funds in an amount at
least equal to that required to repay in full the Notes (the “Notes”) issued pursuant to the
Note Purchase Agreement, dated as of August 3, 2001, as amended as of March 1,
2002, among Seller and each of the institutions party thereto (the “Note Purchase Agreement”).  Seller
agrees to request permission from the NYSE on the Business Day following the
execution of this Agreement to fund the Segregated Account.  Prior to
repayment in full of the Notes, Seller agrees to withdraw funds from the
Segregated Account only for the purpose of making payments to the holders of
Notes in respect of amounts owing thereunder. Seller agrees to repay the Notes
when due pursuant to the terms of the Note Purchase Agreement or as otherwise
agreed between Seller and the holders of the Notes.

         

        ARTICLE
6

        Covenants
of Buyer

         

        Buyer
agrees that:

         

        Section
6.01.        Confidentiality.  The
Confidentiality Agreement shall remain in full force and effect in accordance
with the terms of this Agreement, provided, however, that the restriction
therein on Buyer relating to discussions with the Seller’s employees is hereby
deleted, unless and until this Agreement is terminated in accordance with its
terms.

         

        Section
6.02.        Use of Certain Marks and
Names.  (a) Buyer shall not use the Excluded Name or any
confusingly similar derivative thereof or any symbols, logos or marks relating
thereto.

         

        (b)           Notwithstanding
the foregoing, Buyer and its designees shall take such steps as are necessary to
remove any Excluded Names from all signage at places of business, and cease to
use any Excluded Names upon, in connection with, or in relation to packaging and
existing marketing, promotional and sales materials (including without
limitation catalogs, labels, brochures and manuals) as soon as reasonably
practicable but in any event within three (3) months after the Closing
Date, and shall have the right to continue to use the Excluded Names during such
period.

         

        Section
6.03.        Unsettled
Trades.  After Closing, Buyer shall promptly honor all of
Seller’s obligations in respect of Unsettled Trades (including causing
deliveries of payments to be made on the proper Settlement Dates) as if they
were direct obligations of Buyer.

         

         

        
          
            
            

          

          
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        ARTICLE
7

        Covenants
of Buyer and Seller

         

        Buyer and
Seller agree that:

         

        Section
7.01.        Reasonable Best Efforts; Further
Assurance.  Subject to the terms and conditions of this
Agreement, Buyer and Seller will use their reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary or desirable as required of each of them under this Agreement and
Applicable Laws to consummate and make effective the transactions contemplated
by this Agreement and the other Transaction Agreements as soon as reasonably
practicable, including preparing and filing as promptly as reasonably
practicable all documentation to effect all necessary applications, notices,
petitions, filings and other documents and to obtain as promptly as reasonably
practicable all consents, including Required Consents and Buyer Consents,
registrations, approvals, permits, authorizations, and appropriate clearing
arrangements, necessary or advisable to be obtained from any third party and/or
any Governmental Authority in order to consummate the transactions contemplated
by this Agreement and the other Transaction Agreements.

         

        Section
7.02.        Certain Filings and
Consents.  (a) Seller, on the one hand, and Buyer, on the other
hand, shall cooperate with one another in determining whether any action by, in
respect of or filing with any Governmental Authority is required to be obtained,
in connection with the consummation of the transactions contemplated by this
Agreement or the other Transaction Agreements.  In addition to the
foregoing, each of Buyer and Seller agree to file or cause to be filed as soon
as practicable following the date of this Agreement all documentation, filings
and other documents necessary in connection with any required application,
report or other filing or request for approval or notifications with any
Governmental Authority from which consent, approval or clearance is required to
be obtained in connection with the transactions contemplated by this
Agreement.  Subject to Applicable Laws and Section 6.01 hereof
relating to the exchange of information, Buyer and Seller shall have the right
to review in advance, and to the extent practicable, each will consult the other
on, all the information relating to the Seller’s business or the Buyer’s
business, as the case may be, with respect to the contents of any filing made
with, or written materials submitted to, any third party and/or any Governmental
Authority in connection with the transactions contemplated by this
Agreement.  In exercising the foregoing right, each of Buyer and
Seller shall act reasonably and as promptly as reasonably
practicable.  Without limiting the foregoing, Seller and Buyer shall
promptly request the NYSE to (1) cause the entire Specialist Allocation as
set forth on Schedule
9.02(e), other than with respect to those Specialist Securities which are
removed from the Specialist Allocation as a result of a merger, business
combination or delisting of the applicable listed company, to be reallocated and
registered to Specialists to be associated with Buyer and (2) cause Seller
and Specialists associated with Seller to be relieved of all Liabilities in
respect thereof, at the Closing.

         

        (b)           Buyer
and Seller each shall, upon request by the other, furnish the other with all
information concerning itself and its Affiliates, and their respective
directors, officers and stockholders and such other matters as may be reasonably
necessary or advisable in connection with any statement, filing, notice or
application made by or on behalf of either (i) Seller and its Affiliates or (ii)
Buyer and its Affiliates, to any Governmental Authority in connection with the


         

         

        
          
            
            

          

          
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        transactions
contemplated by this Agreement, or to any third party in order to obtain a
Required Consent.

         

        (c)           Buyer
and Seller each shall keep the other apprised of the status of matters relating
to completion of the transactions contemplated hereby, including promptly
furnishing the other with copies of notices or other communications received by
it or its Affiliates from any third party and/or any Governmental Authority with
respect to the transactions contemplated by this Agreement.

         

        Section
7.03.        Transition
Services.  (a) Seller agrees that from and after the Closing
until the date that is three months following the Closing Date, it shall, and
shall cause its Affiliates to, provide the Buyer, on a royalty free basis, with
the services specified on Exhibit B annexed
hereto with respect to the Business as currently conducted (the “Transition Services”), including without
limitation by (i) granting to Buyer access to all of its proprietary and
otherwise held or used assets and technology required for the implementation of
such Transition Services, (ii) causing their respective employees to assist in
the provision thereof and to cooperate with Buyer in its use of the such
Transition Services and (iii) granting to Buyer the right to use and occupy for
such three month period certain data center space and accommodations on the
29th
floor at 45 Broadway, New York, NY 10006, to enable technical and operations
staff who will become Transferred Employees to conduct the Business
substantially as conducted prior to the Closing Date.  Buyer may
terminate any or all of the Transition Services from time to time by providing
Seller with prior written notice no less than two Business Days prior to such
termination.  The Seller shall provide the Transition Services in
substantially the same manner in which such services were used by the Business
immediately prior to the date hereof.

         

        (b)           THE
TRANSITION SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES, AND SELLER
EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES UNDER OR ARISING AS A RESULT OF
THE PROVISION OF THE TRANSITION SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, PROVIDED THAT (I) SELLER
REPRESENTS AND WARRANTS TO BUYER THAT THE PROVISION BY SELLER TO BUYER OF THE
TRANSITION SERVICES WILL NOT CONSTITUTE OR CAUSE A BREACH OF, OR DEFAULT UNDER,
ANY AGREEMENT TO WHICH SELLER IS A PARTY, AND (II) THE EXCLUSION OF WARRANTIES
CONTAINED IN THIS SECTION 7.03(b) IS NOT INTENDED TO LIMIT ANY LIABILITY OF
SELLER IN CONNECTION WITH GROSS NEGLIGENCE OR RECKLESSNESS ON ITS PART IN THE
PROVISION OF THE TRANSITION SERVICES TO BUYER.  Notwithstanding
anything herein to the contrary,  Buyer and Seller shall negotiate in
good faith a reduction in scope of the Transition Services to the extent that
Business Employees who would otherwise have provided such services to Buyer
pursuant to this Section have become employees of the Buyer following the
Closing.

         

        (c)           Notwithstanding
anything to the contrary herein, Seller shall not be required to provide any
Transition Service or other service referred to in Section 7.03(a) to the extent
(i) the provision of such Transition Service or any such other service requires
a license or consent from 

         

         

        
          
            
            

          

          
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        a third
party, (ii) Seller has been notified by the applicable third party that such
license or consent is required, and (iii) the continued provision of such
service without a license or consent from the applicable third party would
result in the loss of a material right or benefit of Seller or any of its
Affiliates.  Neither Seller nor any of its Affiliates shall be liable
to Buyer for any damages arising from any claim relating to the provision of the
Transition Services or any such other service, except to the extent that such
direct damages are caused by the gross negligence or willful misconduct of
Seller or its Affiliates.

         

        Section
7.04.        Seller Transitional
License.  Concurrently with Closing, Seller shall, and shall
cause those of its Affiliates, if any, who own Intellectual Property Rights
necessary to fully exploit such license to enter into such software license
agreement with Buyer in the form annexed hereto at Exhibit C (the “Seller
License”).  

         

        Section
7.05.        Seller Patent
License.  Seller shall use its commercially reasonable efforts
to cause William White to enter into a patent license agreement with respect
thereto in substantially the form annexed hereto as Exhibit D annexed
hereto (the “Patent
License”).

         

        Section
7.06.        Public
Announcements.  Each of Seller and Buyer agrees that it will
not, without the prior approval (which approval shall not be unreasonably
withheld) of the other party, issue or make, or permit any of its Affiliates or
agents to issue or make, any press release or other public statement relating to
the transactions contemplated by this Agreement or the other Transaction
Agreements, except as otherwise required by Applicable Law, in which case Seller
or Buyer, as the case may be, shall use reasonable efforts under the
circumstances to give the other party a reasonable opportunity to review and
comment on the statement prior to its release to the extent such review and
comment is permitted by Applicable Law.

         

        Section
7.07.        Notices of Certain
Events.  Buyer and Seller shall promptly notify the other
of:

         

        (a)           any
notice or other communication from any Person alleging that the consent of such
Person is or may be required in connection with the transactions contemplated by
this Agreement or other Transaction Agreements;

         

        (b)           any
material notice or other communication from any Governmental Authority in
connection with the transactions contemplated by this Agreement or the other
Transaction Agreements;

         

        (c)           any
Actions commenced, relating to the Business;

         

        (d)           any
notice or other communication from any Person that any Specialist Security will
be removed from the Seller’s Specialist Allocation; and

         

        (e)           any
event or circumstance causing a breach of any representations and warranties
under this Agreement by the notifying party.

         

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

         

        No
disclosure pursuant to this Section 7.07, however, shall be deemed to amend or
supplement the Schedules or to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant by the party so notifying the other pursuant to
this Section 7.07.

         

        Section
7.08.        Quotation Bills; NYSE
Fees.  Seller shall pay all quotation bills and NYSE fees
associated with services received and expenses incurred up to the Closing Date
and related to the Business.  From and after the Closing Date, Buyer
shall pay all quotation bills and NYSE fees and expenses related to the
Business.  In the event that Seller shall have paid any such quotation
bills or NYSE fees and expenses for periods after the Closing Date, at Closing
Buyer shall reimburse Seller for such payments.  Buyer will remit to
Seller any amounts rebated, credited or otherwise refunded in respect of
quotation bills to Buyer by the NYSE (“Refunds”) relating to activity
of Seller prior to the Closing Date; provided, however, that if
such Refunds related to activity occurring both prior to and from and after the
Closing Date, Buyer and Seller will allocate such Refunds between the parties in
a reasonable manner.

         

        ARTICLE
8

         

        Employee
Benefits

         

        Section
8.01.        Employees and Offers of
Employment.  (a) It is acknowledged that as soon as reasonably
practicable following the date hereof, Buyer shall offer, or cause one of its
Affiliates to offer, employment (which will be effective immediately following
Closing) to at least thirty-five (35) Business Employees, a list of which
Business Employees Buyer shall provide to Seller as soon as reasonably
practicable following the execution of this agreement, which list, when so
provided, shall be deemed to be Schedule 8.01(a)(i)
to this Agreement.  Each such offer of employment shall be conditioned
upon (i) the completion of Buyer’s customary employment requirements, including
background checks and security clearance procedures, (ii) the satisfaction
of any Governmental Authority requirement in a manner that is reasonably
acceptable to Buyer, and (iii) the Closing.  Any Business Employee who
is not made an offer of employment, or who is determined by Buyer prior to the
Closing to have failed any pre-employment requirements, or with respect to whom
Buyer has determined it cannot reasonably satisfy any such Governmental
Authority requirement, shall not become employed by Buyer or any of its
Affiliates, and Seller shall be and remain solely responsible for the continued
employment of such persons to the complete exoneration of
Buyer.  Promptly after the date hereof, Seller shall provide, and
shall cause its Affiliates to provide, reasonable access to the Business
Employees identified on Schedule 8.01(a)(i),
and shall assist Buyer in enabling it to obtain pre-employment materials from
each such Business Employee prior to Closing, and, to the extent permitted by
Applicable Law, such information regarding such employees as is contained in any
personnel records.  Each Business Employee identified on Schedule 8.01(a)(i)
who becomes employed by Buyer or an Affiliate of Buyer, shall be referred to
herein as a “Transferred
Employee.”  Notwithstanding anything contained to the contrary
in Buyer’s severance plan, in the event Buyer or any of its Affiliates
terminates the employment of any Transferred Employee without “Cause” (for
purposes of this Section 8.01, “Cause” shall means “cause” as applied generally
under arrangements applicable to Buyer’s employees who are similarly situated to
the Transferred Employee) at any time during the one year period immediately
following the Closing, Buyer shall provide such Transferred Employee with
severance payments and COBRA premium waiver for benefits that such Transferred
Employee 

         

         

        
          
            
            

          

          
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        is
eligible to receive for the period of time in accordance with the schedule set
forth on Schedule 8.01(a)(ii)
based on pay as of the date hereof; provided that such Transferred Employee
shall receive credit for the term of his or her employment with Seller or any of
its Affiliates for purposes of determining the severance payments and COBRA
premium waiver to which he or she is entitled; and provided further that such
severance payments would be offset against any severance payment that such
Transferred Employee receives under Buyer’s severance plan; and provided further
that such Transferred Employee shall be required to sign Buyer’s standard form
separation agreement provided to Buyer’s severance eligible
employees.  Nothing in this Section 8.01, express or implied,
shall be construed to prevent Buyer or any of its Affiliates from terminating
the employment of any Transferred Employee or modifying to any extent or in any
respect the terms and conditions of such employment (including any benefit plan
that Buyer or any of its Affiliates may establish or maintain).

         

        (b)           Seller
shall provide updates to the list of Business Employees on Schedule 3.14(f)
prior to the Closing to reflect new hires and terminations and to reflect any
agreed-upon additions or deletion thereto.

         

        (c)           Buyer
shall bear and be responsible for all obligations and Liabilities under the
Worker Adjustment Retraining Notification Act (the “WARN Act”) or any similar
state or local Applicable Law with respect to any Transferred Employees whose
employment is terminated following the Closing.  No later than five
business days prior to the Closing Date, Seller shall provide Buyer with a
schedule setting forth each Business Employee whose employment was terminated or
is anticipated to be terminated during the six month period prior to the Closing
Date.  Seller shall bear and be responsible for all obligations and
liabilities under the WARN Act or any similar state or local law with respect to
the Business Employees who do not become Transferred Employees.

         

        (d)           Notwithstanding
the foregoing or any other provision hereof, it is expressly agreed that Buyer
assumes no responsibility or Liabilities (all of which shall be and/or remain
solely the responsibility of Seller) of whatsoever kind in relation to (i) any
Business Employees who do not become Transferred Employees, or (ii) except as
expressly provided in Section 8.01(a), the prior term of employment by the
Seller of any Transferred Employees, including, in either case, without
limitation, any severance Liabilities that may be deemed to exist in respect of
any Transferred Employee as result of the termination of such Transferred
Employee’s employment with Seller prior to being employed by Buyer or its
Affiliates, or in respect of any Business Employee who does not become a
Transferred Employee and whose employment is terminated by Seller for any reason
whatsoever, whether prior to or following Closing.

         

        (e)           It
is further expressly agreed that, except as expressly provided in Section
8.01(a), Buyer assumes no responsibility or Liabilities (all of which shall be
and/or remain solely the responsibility of Seller) of whatsoever kind in
relation to any employment, consulting or severance agreements or contracts or
other Employee Plans between Seller and any Business Employees (regardless of
whether such employees become Transferred Employees), including, without
limitation, any employment, consulting or severance agreements or other Employee
Plans.  Seller shall retain all obligations (including, but not
limited to, any termination payments) 

         

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        and
Liabilities and commitments under such agreements and Employee Plans, and
neither Buyer nor any of its Affiliates shall have any Liability with respect
thereto.

         

        Section
8.02.        Seller’s Employee Benefit
Plans.  (a) As of the Closing, Seller shall retain all
obligations (including, but not limited to, administrative responsibilities) and
Liabilities and commitments under the Employee Plans, and neither Buyer nor any
of its Affiliates shall have any Liability with respect thereto.  No
assets or liabilities of any Employee Plan shall be transferred to, or assumed
by, Buyer or any of its Affiliates or to any plan of Buyer or any of its
Affiliates.

         

        (b)           Seller
shall cause all Transferred Employees to be fully vested in all benefits accrued
through the Closing Date under each Employee Plan that is intended to qualify
under Section 401(a) of the Code.

         

        (c)           Seller
shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section
4980B of the Code, to provide continuation coverage to or with respect to any
Business Employee in accordance with law and with respect to any “qualifying
event” occurring on or prior to the Closing Date.

         

        (d)           Seller
shall make payment to each Transferred Employee, as soon as practicable
following the Closing Date, of a lump sum cash amount in respect of (i) earned
but unpaid salary or wages and (ii) accrued but unused vacation days under any
Employee Plan and Seller shall bear and be responsible for any tax reporting
obligations in respect of such payments.

         

        Section
8.03.        Buyer Benefit
Plans.  (a) With respect to each Transferred Employee, Buyer
shall waive pre-existing condition requirements, actively-at-work requirements,
evidence of insurability provisions, waiting period requirements or any similar
provisions under any employee benefit plan or compensation arrangements
maintained or sponsored by or contributed to by Buyer for such Transferred
Employee to the extent such exclusion, restriction, limitation or requirement
has been waived, satisfied or does not apply under the terms of any similar
Employee Plan prior to Closing.

         

        (b)           Buyer
shall recognize for purposes of vesting and eligibility, but not benefit
accrual, the service of any Transferred Employee with Seller or any of its
Affiliates or predecessors prior to the Closing Date under any employee benefit
plan in which such Transferred Employee participates after the Closing
Date.

         

        (c)           Buyer
shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section
4980B of the Code, to provide continuation coverage to or with respect to any
Transferred Employee in accordance with law with respect to any “qualifying
event” which occurs after the Closing.

         

        (d)           Buyer
shall cause the tax-qualified defined contribution plan established or
maintained by Buyer to accept eligible rollover distributions (as defined in
Section 402(c)(4) of the Code) from Transferred Employees with respect to any
account balances distributed to them on or as of the Closing Date from
applicable Employee Plans.  Notwithstanding the foregoing,


         

         

        
          
            
            

          

          
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        rollovers
of outstanding loans under such plans shall not be permitted.  The
distributions and rollovers described herein shall comply with Applicable Law
and each party shall make all filings and take any actions required of such
party under Applicable Law in connection therewith.

         

        Section
8.04.        No Third Party
Beneficiaries.  No provision of this Article 8 shall create any
third party beneficiary or other rights in any employee or former employee
(including any beneficiary or dependent thereof) of Seller or of any of its
Affiliates in respect of continued employment (or resumed employment) with
either Buyer or any of its Affiliates and no provision of this Article 8 shall
create any such rights in any such Persons in respect of any benefits that may
be provided, directly or indirectly, under any Employee Plan or any plan or
arrangement which may be established by Buyer or any of its
Affiliates.

         

        ARTICLE
9

        Conditions
to Closing

         

        Section
9.01.        Conditions to Obligations of Buyer,
Seller and Parent.  The respective obligations of Buyer and
Seller to consummate the Closing are subject to the fulfillment or written
waiver by the other party prior to the Closing of each of the following
conditions:

         

        (a)           All
Required Consents and Buyer Consents shall have been obtained or made and shall
be in full force and effect and all waiting periods required by any Applicable
Law or pursuant to any rule or regulation of any Governmental Authority shall
have expired.

         

        (b)           No
provision of any Applicable Law or regulation and no judgment, injunction, order
or decree of any Governmental Authority shall prohibit the consummation of the
transactions contemplated by this Agreement or the other Transaction
Agreements.

         

        Section
9.02.        Conditions to Obligation of
Buyer.  The obligation of Buyer to consummate the transactions
herein contemplated is subject, on or prior to the Closing, to the satisfaction
of the following further conditions:

         

        (a)           (i)
Seller and Parent shall have complied with and performed in all material
respects, all of the agreements, covenants and obligations hereunder required to
be performed by Seller or Parent, on or prior to the Closing Date, (ii) each of
the representations and warranties of Seller and Parent (which for purposes of
this paragraph shall be read as though none of them contained any materiality,
Business Material Adverse Effect, Parent Material Adverse Effect or similar
qualifications) contained in this Agreement or in any certificate or other
writing delivered by Seller pursuant hereto shall be true and correct except for
breaches of representations and warranties which would not be reasonably
expected, individually or in the aggregate, to have a Business Material Adverse
Effect or a Parent Material Adverse Effect, at and as of the Closing Date, as if
made at and as of such date; provided that representations
and warranties that by their terms speak only as of some other specific date
need be true for purposes of this clause (ii) only as of such date, and (iii)
Buyer shall have received certificates signed by a senior executive officer of
each of Seller and Parent confirming the foregoing effect.

         

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        (b)           Each
of Seller and Parent shall have duly executed and delivered to Buyer each of the
Transaction Agreements to which any of them is to be a party.

         

        (c)           William
White shall have duly executed and delivered to Buyer the Patent
License.

         

        (d)           Consent
to assignment of the Activ Contract shall have been effected or, alternatively,
Buyer shall have entered into a new Contract with Activ Financial Systems, Inc.,
on terms and conditions reasonably satisfactory to Buyer.

         

        (e)           The
transfer to Specialists associated with Buyer of the Seller’s entire Specialist
Allocation as set forth on Schedule 9.02(e),
other than with respect to those Specialist Securities which are removed from
the Specialist Allocation as a result of a merger, business combination or
delisting of the applicable listed company, and the release of all obligations
of Seller or Specialists associated with Seller thereunder shall have been
approved by the NYSE.

         

        (f)           Buyer
shall have received true and complete copies, certified by a duly authorized
corporate officer of each of Seller and Parent, of the resolutions duly and
validly adopted by the board of directors and, if applicable, the shareholders
of each of Seller and Parent evidencing their respective authorizations of the
execution and delivery of this Agreement, and, as applicable, the Transaction
Agreements and the consummation of the transactions contemplated hereby and
thereby.

         

        (g)           Buyer
shall have received a certificate of the Secretary or Assistant Secretary of
Seller and Parent certifying the names and signatures of the officers of Seller
and Parent authorized to sign this Agreement and the Transaction Agreements and
the other documents to be delivered hereunder and thereunder.

         

        (h)           No
less than fifteen (15) of the Business Employees to whom Buyer shall have made
an offer of employment as contemplated pursuant to Section 8.01 hereof, shall
have agreed to continue to operate the Business as employees of the Buyer, shall
be specialists and specialist clerks and shall have satisfied Buyer’s
pre-employment requirements.

         

        (i)           The
(a) total value of the Seller’s long positions in Specialist Securities
(including any Unsettled Trades) in the GSEC Account shall be no greater than *;
and (b) total absolute value of the Seller’s short positions in Specialist
Securities (including any Unsettled Trades) in the GSEC Account shall be no
greater than *.

         

        (j)           Seller
and GSEC shall have duly executed and delivered to Buyer the GSEC Transfer and
Assumption Agreement.

         

        Section
9.03.        Conditions to Obligation of
Seller.  The obligation of Seller to consummate the Closing is
subject to satisfaction of the following further conditions:

         

        (a)           (i)
Buyer shall have complied with and performed in all material respects all of its
agreements, covenants and obligations hereunder required to be performed by it
on or prior to the 

         

         

          
            

          

        

        
          *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

           

           

        

        
          
            
            

          

          
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        Closing
Date, (ii) each of the representations and warranties of Buyer contained in this
Agreement or in any certificate or other writing delivered by Buyer pursuant
hereto shall be true and correct in all material respects, at and as of the
Closing Date as if made at and as of such date; provided that representations
and warranties that by their terms speak only as of some other specific date
need be true for purposes of this clause (ii) only as of such date, and (iii)
Seller shall have received certificates signed by a senior executive officer of
each of Buyer confirming the foregoing.

         

        (b)           Buyer
shall have duly executed and delivered to Seller each of the Transaction
Agreements.

         

        (c)           The
release of all obligations of Seller or Specialists associated with Seller under
the Specialist Allocation as set forth on Schedule 9.02(e),
other than with respect to those Specialist Securities which are removed from
the Specialist Allocation as a result of a merger, business combination or
delisting of the applicable listed company, shall have been approved by the NYSE
..

         

        (d)           Seller
shall have received true and complete copies, certified by a duly authorized
corporate officer of Buyer, of the resolutions duly and validly adopted by the
board of directors of Buyer evidencing its authorization of the execution and
delivery of this Agreement and the Transaction Agreements and the consummation
of the transactions contemplated hereby and thereby.

         

        (e)           Seller
shall have received a certificate of the Secretary or Assistant Secretary of
Buyer certifying the names and signatures of the officers of Buyer authorized to
sign this Agreement and the Transaction Agreements and the other documents to be
delivered hereunder and thereunder.

         

        (f)           Buyer
and GSEC shall have duly executed and delivered to Seller the GSEC Transfer and
Assumption Agreement.

         

        ARTICLE
10

        Survival;
Indemnification

         

        Section
10.01.      Survival.  The
covenants and agreements of the parties contained in this Agreement shall
survive the Closing for the term specified therein or, if no term is specified,
for the applicable statute of limitations, except that, except as provided
below, the representations and warranties of the parties contained in Articles 3
and 4 of this Agreement shall survive the Closing until the one year anniversary
of the Closing Date; provided that (i) the representations and warranties
contained in Sections 3.01 and 12.14(b)(i) (Seller and Parent Corporate
Existence and Power), 3.02 and 12.14(b)(ii) (Seller and Parent Corporate
Authorization), 3.03 and 12.14(b)(iii) (Seller and Parent Governmental
Authorization), 3.04 and 12.14(b)(iv) (Seller and Parent Noncontravention), 3.07
and 12.14(b)(vi) (Seller’s and Parent’s Solvency), 4.01 (Buyer Corporate
Existence and Power), 4.02 (Buyer Corporate Authorization), 4.03 (Buyer
Governmental Authorization), and 4.04 (Buyer Noncontravention) shall survive
indefinitely, and the representations and warranties contained in Section 3.15
(Taxes) shall survive until 

         

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        expiration
of the statute of limitations applicable to the matters covered thereby (giving
effect to any waiver, mitigation or extension thereof), if
later.  Notwithstanding the preceding sentence, any covenant,
agreement, representation or warranty in respect of which indemnity may be
sought under this Agreement shall survive the time at which it would otherwise
terminate pursuant to the preceding sentence, if notice of the breach or
inaccuracy with respect thereto giving rise to such right of indemnity shall
have been given to the party against which such indemnity may be sought prior to
such time.

         

        Section
10.02.      Indemnification.  (a)
Seller irrevocably agrees to, and shall, indemnify Buyer and its Affiliates and
each of their respective officers, directors, employees, stockholders, agents
and representatives against, and agrees to hold each of them harmless from any
and all damage, loss, Tax, Liability, claim and expense (including, without
limitation, reasonable expenses of investigation and reasonable attorneys’ fees
and expenses in connection with any Action whether involving a Third Party Claim
(as defined below in Section 10.03) or a claim solely between the parties
hereto) (collectively, “Damages”) incurred or suffered
by Buyer or any of its Affiliates arising out of:

         

        (i)         any
breach of any representation or warranty contained in this Agreement or in any
Transaction Agreement, or in any certificate delivered pursuant hereto or
thereto (each such breach a “Warranty Breach”) of Seller or
Parent;

         

        (ii)        any
breach of covenant or agreement made by Seller or Parent or to be performed by
Seller or the Parent pursuant to this Agreement or any Transaction Agreement;
and

         

        (iii)       all
Excluded Liabilities

         

        provided that with respect to
indemnification by Seller for Warranty Breaches pursuant to Section 10.02(a)(i),
(A) Seller shall not be liable unless the aggregate amount of Damages with
respect to such Warranty Breaches (determined without regard to any
qualification or exception relating to materiality or to Business Material
Adverse Effect or any similar qualification or standard contained in any
representation or warranty giving rise to the claim for indemnity hereunder)
exceeds 1% of the Purchase Price and then only to the extent of such excess and
(B) other than with respect to any breach of the representation in Sections
3.07, 3.12, 3.16, and 12.14(b)(vi) which breaches shall not be subject the
following cap, Seller’s maximum liability for all other Warranty Breaches shall
not exceed *.

         

        (b)           Buyer
hereby indemnifies Seller and its Affiliates and each of their respective
officers, directors, employees, stockholders, agents and representatives
against, and agrees to hold each of them harmless from, any and all Damages
incurred or suffered by Seller or any of its Affiliates arising out
of:

         

        (i)         any
Warranty Breach of Buyer;

         

         

          
            

          

        

        
          *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

           

        

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        (ii)        any
breach of covenant or agreement made by Buyer or to be performed by Buyer
pursuant to this Agreement;

         

        (iii)       any
Assumed Liability; and

         

        (iv)       except
as to matters for which Buyer is entitled to indemnification pursuant to this
Agreement, the conduct of the Business by Buyer following the
Closing

         

        provided that with respect to
indemnification by Buyer for Warranty Breaches pursuant to Section 10.02(b)(i),
(A) Buyer shall not be liable unless the aggregate amount of Damages with
respect to such Warranty Breaches (determined without regard to any
qualification or exception relating to materiality or to Buyer Material Adverse
Effect or any similar qualification or standard contained in any representation
or warranty giving rise to the claim for indemnity hereunder) exceeds 1% of the
Purchase Price and then only to the extent of such excess, and (B) Buyer’s
maximum liability for all Warranty Breaches shall not exceed *.

         

        Section
10.03.      Procedures.  (a)
The party seeking indemnification under Section 10.02 (the “Indemnified Party”) agrees to
give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the
assertion of any claim, or the commencement of any Action (“Claim”) in respect of which
indemnity may be sought and will provide the Indemnifying Party such information
with respect thereto that the Indemnifying Party may reasonably
request.  The failure to so notify the Indemnifying Party shall not
relieve the Indemnifying Party of its obligations hereunder, except to the
extent such failure shall have adversely prejudiced the Indemnifying
Party.

         

        (b)           The
Indemnifying Party shall be entitled to participate in the defense of any Claim
asserted by any third party (“Third Party Claim”) and,
subject to the limitations set forth in this Section 10.03, shall be entitled to
control and appoint lead counsel for such defense which counsel shall be
reasonably satisfactory to the Indemnified Party, in each case at its expense;
provided, however, if a
Third Party Claim (other than any claim set forth on Schedule 3.09)
relates to both a pre-Closing and post-Closing period, Buyer shall be entitled
to control the defense of such claim, it being understood and agreed that (i)
Buyer shall not settle or compromise such claim without Seller’s consent (not to
be unreasonably withheld or delayed); (ii) Buyer shall, to the extent consistent
with its past practice, use its commercially reasonable efforts to use outside
counsel in defense of such Third Party Claim only in matters where the
complexity or potential liability warrants such use, and otherwise use its
in-house counsel (at no cost to Seller) in defense of such Third Party Claim and
(iii) Seller shall be liable for the reasonable fees and expenses of any outside
counsel employed by Buyer in accordance with the preceding clause
(ii).

         

        (c)           In
the event that the Indemnifying Party fails to respond to the defense of the
Third Party Claim within 30 days after receipt of notice pursuant to Section
10.03(a), the Indemnified Party shall have the right to assume the defense of
the Claim (at the expense of the Indemnifying Party) until such time as the
Indemnifying Party assumes the defense thereof.  The Indemnifying
Party will be liable for the reasonable fees and expenses of counsel employed by


         

         

          
            

          

        

        
          *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

           

        

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        the
Indemnified Party for any period during which the Indemnifying Party has failed
to assume the defense thereof.  Should the Indemnifying Party so elect
to assume the defense of a Claim, the Indemnifying Party will not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof.  If the
Indemnifying Party is conducting the defense of the Claim, the Indemnified
Party, at its sole cost and expense, may retain separate counsel, and
participate in the defense of the Third Party Claim, it being understood that
the Indemnifying Party will control such defense.

         

        (d)           If
the Indemnifying Party shall assume control of the defense of any Third Party
Claim in accordance with the provisions of this Section 10.03, the Indemnifying
Party shall obtain the prior written consent of the Indemnified Party (which
shall not be unreasonably withheld) before entering into any settlement of such
Third Party Claim, if the settlement does not release the Indemnified Party from
all Liabilities with respect to such Third Party Claim or the settlement imposes
injunctive or other equitable relief against the Indemnified
Party.  The fees and expenses of such separate counsel shall be paid
by the Indemnified Party.

         

        (e)           Each
party shall cooperate, and cause its respective Affiliates to cooperate, in the
defense or prosecution of any Third Party Claim and shall furnish, or cause to
be furnished, such records, information and testimony and attend such
conferences, discovery proceedings, hearings, trials or appeals, as may be
reasonably requested in connection therewith.

         

        (f)           Each
Indemnified Party shall mitigate in accordance with Applicable Laws any loss for
which such Indemnified Party seeks indemnification under this
Agreement.  Any Indemnified Party having a claim under these
indemnification provisions shall make a good faith effort to recover all losses,
costs, damages and expenses from insurers of such Indemnified Party under
applicable insurance policies, or from any other Person alleged to be
responsible, so as to reduce the amount of any damages hereunder.  In
calculating the amount indemnifiable by an Indemnifying Party under this Article
10, the amount of Losses shall be reduced by any amount recovered by the
Indemnified Party under applicable insurance policies, net of any costs to
recover such amounts and the present value of any increase in premiums resulting
therefrom.

         

        (g)           The
Indemnifying Party shall not be liable under Section 10.02 for any incidental,
consequential, special, exemplary or punitive Damages or Damages for lost
profits (except to the extent that the Indemnified Party has incurred or
suffered and actually pays consequential, special, exemplary or punitive Damages
to a third party in respect of a Third Party Claim).

         

        (h)           Subject
to the last two sentences of this Section 10.03(h) Buyer shall cooperate, and
cause its Affiliates to cooperate, with Seller and its counsel in the
investigation, trial, defense and prosecution of any Action that is an
Excluded Liability (including the filing of any cross-claim, counterclaim or
other proceeding deemed reasonably appropriate by Seller) and any appeal arising
therefrom, in each case, related to the Business.  Such cooperation
shall include the Buyer giving prompt written notice to Seller of any notice,
request, pleading or similar matter they shall receive relating to any
such Action, and making available, upon reasonable advance notice and
during normal office hours, to Seller and its counsel such of its books,
records, documents and other data, and such of its officers, directors,
employees, accountants, counsel, consultants, advisors and agents and other
representatives as shall be reasonably necessary.  

         

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

        Buyer
hereby agrees, and agrees to cause its Affiliates, to retain all such books,
records, documents and other data in accordance with their respective document
retention policies as in effect from time to time.  Buyer shall not be
required to take any actions described in this Section 10.03(h) if such
actions unreasonably interfere with the activities or business of Buyer or its
Affiliates.  Seller shall be responsible for and shall promptly pay to
Buyer or its Affiliates any out-of-pocket expenses (including attorneys’ fees)
incurred by Buyer or its Affiliates in connection with providing such
cooperation.

         

        (i)           The
parties acknowledge and recognize that (i) they possess or may possess in
the future documents or other information regarding the other group relating to
the Excluded Liabilities that is or may be subject to the attorney-client
privilege, the work product doctrine or common interest privilege (collectively,
“Privileges”; and such
documents and other information collectively, the “Privileged Information”) and
(ii) in furtherance of seeking, obtaining or providing legal advice
regarding the matters contemplated by this Section, they may exchange in
confidence between themselves or their counsel the Privileged
Information.  Each party hereto agrees to use commercially reasonable
efforts to protect and maintain, and to cause their respective Affiliates to
protect and maintain, any applicable claim to Privilege in order to protect any
Privileged Information from disclosure to or use by third
parties.  Upon the request of Seller, Buyer agrees to negotiate in
good faith a joint defense and common interest agreement with Seller containing
customary terms for an agreement of such type.

         

        Section
10.04.      Assignment of
Claims.  If the Indemnified Party receives any payment from an
Indemnifying Party in respect of any Damages pursuant to Section 10.02 and the
Indemnified Party could recover (or could have recovered) all or part of such
Damages from a third party (a “Potential Contributor”) based
on the underlying Claim asserted against the Indemnifying Party, the Indemnified
Party shall assign such of its rights to proceed against the Potential
Contributor as are necessary to permit the Indemnifying Party to recover from
the Potential Contributor the amount of such payment; provided that the Indemnified
Party shall not be required to assign any right to proceed against a Potential
Contributor if (a) the Indemnified Party determines in its reasonable discretion
that such assignment would be materially detrimental to its reputation or future
business prospects or any further recovery in respect of the relevant Claim or
(b) either party’s insurers do not consent to such assignment.

         

        Section
10.05.      Exclusivity.  After
the Closing, except as provided in Section 12.13 or in the case of fraud,
Section 10.02 and 12.14 will provide the exclusive remedy for any breach of this
Agreement or the sale of the Purchased Assets and assumption of the Assumed
Liabilities pursuant hereto by any party hereto.

         

        Section
10.06.      Purchase Price
Adjustment.  Any amounts paid by Seller or Buyer as
indemnification under this Article 10 or any other provision of this Agreement
will be treated as an adjustment to the Purchase Price for all relevant Tax
purposes except to the extent Applicable Law otherwise requires a different
treatment for a relevant Tax purpose.

         

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        ARTICLE
11

        Termination

         

        Section
11.01.      Grounds for
Termination.  This Agreement may be terminated at any time
prior to the Closing:

         

        (a)           by
mutual written agreement of Seller and Buyer;

         

        (b)           by
either Seller or Buyer if the Closing shall not have been consummated on or
before December 17, 2007, except if such non-consummation arises out of or
results from any breach of this Agreement by the party seeking to terminate
under this Section 11.01(b);

         

        (c)           by
either Seller or Buyer, if consummation of the transactions contemplated hereby
or by the other Transaction Agreements would violate any nonappealable final
order, decree or judgment of any Governmental Authority, or any Governmental
Authority shall have adopted any Applicable Law permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by this
Agreement or the other Transaction Agreements; or

         

        The party
intending to terminate this Agreement pursuant to Sections 11.01(b) or 11.01(c)
shall give notice of such intention to the other party.

         

        Section
11.02.      Effect of
Termination.  If this Agreement is terminated as permitted by
Section 11.01, such termination shall be without Liability of either party (or
any stockholder, director, officer, employee, agent, consultant or
representative of such party) to the other party to this Agreement; provided that if such
termination results from the willful (a) failure of either party to fulfill
a condition to the performance of the obligations of the other party,
(b) failure to perform a covenant of this Agreement or (c) breach of
representation or warranty by either party hereto, such party shall be fully
liable for any and all Damages incurred or suffered by the other party as a
result of such failure or breach.  The provisions intended to survive
the termination hereof shall so survive any termination of this Agreement
pursuant to Section 11.01.

         

         

        
          
            
            

          

          
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        ARTICLE
12

        Miscellaneous

         

        Section
12.01.      Notices.  All
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile transmission, except that such notices, requests
and other communications shall not be delivered to Seller or to Buyer’s General
Counsel via facsimile transmission) and shall be given,

         

        if to
Buyer, to:

         

        Lehman
Brothers Inc.

        Equity
Division

        745 7th
Avenue

        New York,
New York 10019

        Attention:  Gerald
Donini

        Facsimile
No.:  646-758-2911

         

        with a
copy to:

         

        Lehman
Brothers Inc.

        745 7th
Avenue

        New York,
NY  10019

        Attention:  General
Counsel

         

                   and
to:

         

        Fried,
Frank, Harris, Shriver & Jacobson LLP

        One New
York Plaza

        New York,
NY  10004

        Attention:  Christopher
Ewan

        Facsimile
No.:  212-859-4000

         

        if to
Seller, to:

         

        Van der
Moolen Specialists USA, LLC

        45
Broadway, 32nd
Floor

        New York,
NY 10006

        Attention:  Chief
Executive Officer

         

        with a
copy to:

         

        Davis Polk
& Wardwell

        450
Lexington Avenue

        New York,
New York 10017

        Attention:  Carole
Schiffman

        Facsimile
No.:  212-450-3800

         

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        If to
Parent, to:

         

        Van der
Moolen Holding, NV

        45
Broadway, 32nd
Floor

        New York,
NY 10006

        Attention:  Chief
Executive Officer

        Facsimile
No.:  646-576-3011

        


        with a
copy to:

         

        Davis Polk
& Wardwell

        450
Lexington Avenue

        New York,
New York 10017

        Attention:  Carole
Schiffman

        Facsimile
No.:  212-450-3800

         

        


        or such
other address or facsimile number as such party may hereafter specify for the
purpose by notice to the other parties hereto.  All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of
receipt.  Otherwise, any such notice, request or communication shall
be deemed not to have been received until the next succeeding Business Day in
the place of receipt.

         

        Section
12.02.     Amendments and
Waivers.  (a) Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by each party to this Agreement, or in the case of a
waiver, by the party against whom the waiver is to be effective.

         

        (b)           No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  Except as otherwise
specifically provided in this Agreement, the rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by
Applicable Law.

         

        Section
12.03.     Expenses.  Except
as otherwise provided herein, all costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or
expense.

         

        Section
12.04.     Successors and
Assigns.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that no party may
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the prior written consent of the other party
hereto.

         

        Section
12.05.     Governing Law. This Agreement
shall be governed by and construed in 

         

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        accordance
with the laws of the State of New York without giving effect to the conflicts of
law principles thereof (other than Section 5-1401 of the New York General
Obligations Law).

         

        Section
12.06.     Jurisdiction.  Unless
the rules of the NYSE or any other applicable Self-Regulatory Organization
require such suit, action or proceeding to be settled by arbitration, the
parties hereto agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be brought in the United
States District Court for the Southern District of New York or any New York
State court sitting in New York City, so long as one of such courts shall have
subject matter jurisdiction over such suit, action or proceeding, and that any
cause of action arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of New York, and each of the parties
hereby irrevocably consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court.  Without limiting the foregoing, each party agrees
that service of process on such party pursuant to the provisions of Section
12.01 shall be deemed effective service of process on such
party.  Notwithstanding the foregoing, Parent irrevocably consents to
service of process upon it in the State of New York, and for such purpose only,
elects domicile within the State of New York at 45 Broadway, 32nd floor,
New York, NY 10006.

         

        Section
12.07.      WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         

        Section
12.08.      Counterparts; Effectiveness; Third
Party Beneficiaries.  This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same
instrument.  This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by the other party
hereto.  No provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations, or liabilities hereunder upon any
Person other than the parties hereto and their respective successors and
permitted assigns.

         

        Section
12.09.      Entire
Agreement.  This Agreement, the Confidentiality Agreement and
the other Transaction Agreements constitute the entire agreement between the
parties with respect to the subject matter hereof and thereof and supersedes all
prior agreements and understandings, both oral and written, between the parties
with respect to the subject matter hereof and thereof.

         

        Section
12.10.      Captions.  The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.

         

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

        Section
12.11.      Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or any other Governmental Authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party.  Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement to preserve the original intent of the parties as closely as possible
in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent
possible.

         

        Section
12.12.      Schedules and
Exhibits.  All Schedules and Exhibits to this Agreement are
hereby incorporated by reference and made a part of this
Agreement.  Any fact or item which is disclosed on any Schedule that
is referred to in a representation or warranty in this Agreement, shall not be
deemed to be an exception to any other representation or warranty in this
Agreement, or to be disclosed on any other Schedule, unless specified on such
other Schedule by cross-reference or otherwise or unless its relevance to
another section of the Schedules or the Agreement is reasonably
apparent.  Any fact or item disclosed on any Schedule or Exhibit to
this Agreement shall not by reason only of such inclusion be deemed to be
material and shall not be employed as a point of reference in determining any
standard of materiality under this Agreement.

         

        Section
12.13.      Specific Performance. Each of
the parties hereto acknowledges and agrees that in the event of any breach of
this Agreement, the non-breaching party or parties would be irreparably harmed,
no adequate remedy at law would exist and damages would be difficult to
determine.  It is accordingly agreed that (a) in the event of a
breach of any provision of this Agreement, the aggrieved party shall be entitled
to seek specific performance of this Agreement and to enjoin any continuing
breach of this Agreement (without the necessity of proving actual damages and
without posting bond or other security), in addition to any other remedy to
which such aggrieved party may be entitled at law or in equity, and
(b) such party hereby waives the defense, in any action for specific
performance or other equitable relief, that a remedy at law would be
adequate.

         

        Section
12.14.      Parent
Guarantee.  (a)  Parent hereby unconditionally
guarantees to Buyer the full and timely performance of all of the obligations
and agreements of Seller in accordance with the terms hereof.  The
foregoing guarantee shall include the guarantee of the payment of all Damages
which might become recoverable as a result of the nonperformance of any of the
obligations or agreements so guaranteed or as a result of the nonperformance of
this guarantee.  Buyer may, at its option, proceed against Parent for
the performance of any such obligation or agreement, or for Damages for default
in the performance thereof, without first proceeding against Seller or against
any of its properties.  Parent further agrees that its guarantee shall
be an irrevocable guarantee and shall continue in effect notwithstanding any
extension or modification of any guaranteed obligation, any assumption of any
such guaranteed obligation by any other party, or any other act or thing which
might otherwise operate as a legal or equitable discharge of a guarantor and
Parent hereby waives all special suretyship defenses and notice
requirements.

         

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

         

        (b)           Parent
represents and warrants to the Buyer, as of the date hereof, and as of the
Closing Date that:

         

        (i)         Corporate Existence and
Power.  Parent is corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all powers
and all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted except for those
licenses, authorizations, permits, consents and approvals the absence of which,
individually or in the aggregate, has not had, and would not reasonably be
expected to have, a Parent Material Adverse Effect.  Parent is duly
qualified to do business as a foreign entity and is in good standing in each
jurisdiction where such qualification is necessary for Parent to conduct its
business as currently conducted, except for those jurisdictions where the
failure to be so qualified, individually or in the aggregate, has not had, and
would not reasonably be expected to have, a Parent Material Adverse
Effect.

         

        (ii)        Corporate
Authorization.  The execution, delivery and performance by
Parent of this Agreement and the consummation of the transactions contemplated
hereby are within Parent’s power, and have been duly authorized by all necessary
action on the part of Parent, and no other proceedings on the part of Parent
will be necessary to authorize, approve, or consent to, this Agreement or to
consummate the transactions contemplated hereby.  Assuming the due
authorization, execution and delivery of this Agreement by Buyer, this Agreement
a valid and binding agreement of Parent, enforceable against Parent in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally and to general principles of
equity.

         

        (iii)       Governmental
Authorization.  The execution, delivery and performance by
Parent of this Agreement and the consummation of the transactions contemplated
hereby do not violate any authorizations, registrations, or licenses of Parent
with any Governmental Authority and requires no action by, in respect of or
filing with any Governmental Authority.

         

        (iv)       Noncontravention.  The
execution, delivery and performance by Parent of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
violate the articles of incorporation or by-laws of Parent, (ii) violate any
Applicable Law except any violations which, individually or in the aggregate,
have not had, and would not reasonably be expected to have, a Parent Material
Adverse Effect, (iii) require any material consent or other action by any Person
under, constitute a default under, cause or permit the termination,
cancellation, modification or acceleration of any material right or obligation
or the loss of any material benefit to which Parent is entitled, under any
provision of any agreement or other instrument binding upon Parent, unless the
same would not have a Parent Material Adverse Effect, or (iv) result in the
creation of any material Lien on any asset of Parent.

         

        (v)        Litigation. There is no
Action pending against, or to the Knowledge of Parent, threatened against or
affecting Parent that would reasonably be expected to have a Parent Material
Adverse Effect.

         

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        (vi)       Solvency.  Parent
is, and following Closing will be, solvent.  The value of the assets
of Parent is, and following Closing will be, greater than the sum of its
Liabilities and outstanding equity.  The Parent is, and immediately
following Closing will be, able to satisfy its Liabilities as they come due in
the ordinary course of business.  Parent does not presently intend to
liquidate or wind up its affairs.

         

        Section
12.15.      Asset Purchase
Only.  The parties hereto agree that the transactions
consummated hereby constitute solely a transfer of the Purchased Assets to Buyer
and the assumption of the Assumed Liabilities by Buyer, and do not constitute a
transfer of the Business to Buyer.

         

         

        [Signatures
Follow]

         

         

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

         

        IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above
written.

         

        


        
          	
                  Seller:

                   

                  VAN
      DER MOOLEN SPECIALISTS USA, LLC

                	 
	 	 
	 	 
	
                  By:

                	
                  /s/
      William White

                	 
	 
      	
                  Name:

                	
                  William
      White

                	 
	 
      	
                  Title:

                	
                  CIO

                	 


        

        


        


        
          	
                  Parent:

                   

                  VAN
      DER MOOLEN USA, INC.

                	 
	 	 
	 	 
	
                  By:

                	
                  /s/
      P. Vroling

                	 
	 
      	
                  Name:

                	
                  P.
      Vroling

                	 
	 
      	
                  Title:

                	
                  Power
      of Attorney

                	 


        

        


        


        
          	
                  Buyer:

                   

                  LEHMAN
      BROTHERS INC.

                	 
	 	 
	 	 
	
                  By:

                	
                  /s/
      Gerald A. Donni

                	 
	 
      	
                  Name:

                	
                  Gerald
      A. Donni

                	 
	 
      	
                  Title:

                	
                  Managing
      Director

                	 


        

        


         

        
          45