efc8-0232_6467679exh101.htm


     

    Exhibit 10.1
[EXECUTION
      VERSION]

     

    
      


       

      


      
        

        

      

       

      


    

     

    ASSET
      PURCHASE AGREEMENT

     

     

    Dated
      as of January 30, 2008

     

     

    among

     

     

    BROADPOINT
      SECURITIES GROUP, INC.,

     

     

    BROADPOINT
      CAPITAL, INC.

     

     

    and

     

     

    BNY
      CAPITAL MARKETS, INC.

     

    


     

    
      


      
        

        

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      


      Page

      
 

    

    
      	
              ARTICLE
                I  DEFINITIONS AND INTERPRETATIONS

            	
              1

            
	 	 	 	 
	 	
              1.1.

            	
              Definitions

            	
              1

            
	 	
              1.2.

            	
              Interpretation

            	
              7

            
	 	 	 	 
	
              ARTICLE
                II  PURCHASE AND SALE

            	
              8

            
	 	 	 	 
	 	
              2.1.

            	
              Purchased
                Assets

            	
              8

            
	 	
              2.2.

            	
              Excluded
                Assets

            	
              8

            
	 	
              2.3.

            	
              Assumed
                Liabilities

            	
              8

            
	 	
              2.4.

            	
              Excluded
                Liabilities

            	
              8

            
	 	 	 	 
	
              ARTICLE
                III  PURCHASE PRICE

            	
              9

            
	 	 	 	 
	 	
              3.1.

            	
              Purchase
                Price

            	
              9

            
	 	
              3.2.

            	
              Allocation
                of Purchase Price

            	
              9

            
	 	 	 	 
	
              ARTICLE
                IV  CLOSING

            	
              9

            
	 	 	 	 
	 	
              4.1.

            	
              Closing
                Date

            	
              9

            
	 	
              4.2.

            	
              Payment
                of the Purchase Price on the Closing Date

            	
              9

            
	 	
              4.3.

            	
              Additional
                Deliveries of Parent and Buyer

            	
              10

            
	 	
              4.4.

            	
              Seller’s
                Deliveries

            	
              10

            
	 	
              4.5.

            	
              Procedures
                for Transfers of Customer Accounts

            	
              10

            
	 	
              4.6.

            	
              Other
                Technical Transition Arrangements

            	
              11

            
	 	 	 	 
	
              ARTICLE
                V  REPRESENTATIONS AND WARRANTIES OF SELLER

            	
              11

            
	 	 	 	 
	 	
              5.1.

            	
              Organization
                of Seller

            	
              11

            
	 	
              5.2.

            	
              Authority
                of Seller.

            	
              11

            
	 	
              5.3.

            	
              Taxes

            	
              12

            
	 	
              5.4.

            	
              Governmental
                Permits; Compliance with Laws.

            	
              12

            
	 	
              5.5.

            	
              The
                Roseland Lease

            	
              13

            
	 	
              5.6.

            	
              Title
                to Property

            	
              14

            
	 	
              5.7.

            	
              Employees.

            	
              14

            
	 	
              5.8.

            	
              Status
                of Assigned Contracts

            	
              14

            
	 	
              5.9.

            	
              Litigation

            	
              14

            
	 	
              5.10.

            	
              Customer
                Accounts

            	
              14

            
	 	
              5.11.

            	
              No
                Finder

            	
              15

            
	 	
              5.12.

            	
              Financial
                Information

            	
              15

            
	 	 	 	 


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VI  REPRESENTATIONS AND WARRANTIES OF BUYER

            	
              15

            
	 	 	 	 
	 	
              6.1.

            	
              Organization
                of Parent and Buyer

            	
              15

            
	 	
              6.2.

            	
              Authority
                of Buyer.

            	
              15

            
	 	
              6.3.

            	
              No
                Finder

            	
              16

            
	 	
              6.4.

            	
              Litigation

            	
              16

            
	 	
              6.5.

            	
              Financing

            	
              16

            
	 	
              6.6.

            	
              Governmental
                Permits.

            	
              16

            
	 	 	 	 
	
              ARTICLE
                VII  ACTIONS PRIOR TO THE CLOSING DATE

            	
              17

            
	 	 	 	 
	 	
              7.1.

            	
              Investigation
                by Buyer

            	
              17

            
	 	
              7.2.

            	
              Consents
                of Third Parties; Governmental Approvals.

            	
              17

            
	 	
              7.3.

            	
              Operations
                Prior to the Closing Date

            	
              18

            
	 	
              7.4.

            	
              Additional
                Fixed Assets and Assigned Contracts.

            	
              18

            
	 	
              7.5.

            	
              Preserve
                Accuracy of Representations and Warranties; Notification of Certain
                Matters.

            	
              18

            
	 	 	 	 
	
              ARTICLE
                VIII  ADDITIONAL AGREEMENTS

            	
              18

            
	 	 	 	 
	 	
              8.1.

            	
              Taxes.

            	
              18

            
	 	
              8.2.

            	
              Employees.

            	
              20

            
	 	
              8.3.

            	
              Agreement
                not to Enforce Restrictive Covenants

            	
              20

            
	 	
              8.4.

            	
              Roseland
                Lease

            	
              20

            
	 	
              8.5.

            	
              Transition
                Services

            	
              20

            
	 	 	 	 
	
              ARTICLE
                IX  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

            	
              21

            
	 	 	 	 
	 	
              9.1.

            	
              No
                Misrepresentation or Breach of Covenants and Warranties

            	
              21

            
	 	
              9.2.

            	
              No
                Illegality

            	
              21

            
	 	
              9.3.

            	
              No
                Restraint or Litigation

            	
              21

            
	 	
              9.4.

            	
              Necessary
                Governmental Approvals

            	
              21

            
	 	
              9.5.

            	
              Employment
                Arrangements

            	
              21

            
	 	
              9.6.

            	
              Clearing
                Agreement

            	
              21

            
	 	 	 	 
	
              ARTICLE
                X  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

            	
              22

            
	 	 	 	 
	 	
              10.1.

            	
              No
                Misrepresentation or Breach of Covenants and Warranties

            	
              22

            
	 	
              10.2.

            	
              No
                Illegality

            	
              22

            
	 	
              10.3.

            	
              No
                Restraint or Litigation

            	
              22

            
	 	
              10.4.

            	
              Seller’s
                FINRA Approval

            	
              22

            
	 	
              10.5.

            	
              Buyer’s
                Regulatory Approvals

            	
              22

            
	 	
              10.6.

            	
              Necessary
                Governmental Approvals

            	
              22

            
	 	 	 	 
	
              ARTICLE
                XI  INDEMNIFICATION

            	
              23

            
	 	 	 	 
	 	
              11.1.

            	
              Indemnification
                by Seller.

            	
              23

            
	 	
              11.2.

            	
              Indemnification
                by Parent.

            	
              24

            


       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      	 	
              11.3.

            	
              Notice
                of Claims.

            	
              25

            
	 	
              11.4.

            	
              Third
                Person Claims.

            	
              26

            
	 	
              11.5.

            	
              Adjustment
                to Purchase Price

            	
              27

            
	 	
              11.6.

            	
              Exclusive
                Remedies

            	
              27

            
	 	
              11.7.

            	
              Survival
                of Obligations

            	
              27

            
	 	 	 	 
	
              ARTICLE
                XII  TERMINATION

            	
              27

            
	 	 	 	 
	 	
              12.1.

            	
              Termination

            	
              27

            
	 	
              12.2.

            	
              Notice
                of Termination

            	
              28

            
	 	
              12.3.

            	
              Effect
                of Termination

            	
              28

            
	 	 	 	 
	
              ARTICLE
                XIII  GENERAL PROVISIONS

            	
              28

            
	 	 	 	 
	 	
              13.1.

            	
              Confidential
                Nature of Information.

            	
              28

            
	 	
              13.2.

            	
              No
                Public Announcement

            	
              29

            
	 	
              13.3.

            	
              Notices

            	
              29

            
	 	
              13.4.

            	
              Successors
                and Assigns

            	
              30

            
	 	
              13.5.

            	
              Access
                to Records after Closing.

            	
              30

            
	 	
              13.6.

            	
              Entire
                Agreement; Amendments

            	
              30

            
	 	
              13.7.

            	
              Partial
                Invalidity

            	
              31

            
	 	
              13.8.

            	
              Waivers

            	
              31

            
	 	
              13.9.

            	
              Expenses

            	
              31

            
	 	
              13.10.

            	
              Execution
                in Counterparts

            	
              31

            
	 	
              13.11.

            	
              Further
                Assurances

            	
              31

            
	 	
              13.12.

            	
              Governing
                Law

            	
              32

            
	 	
              13.13.

            	
              Submission
                to Jurisdiction; Waiver of Jury Trial

            	
              32

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    ASSET
      PURCHASE
      AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT
      (this “Agreement”), dated
      as
      of January 30, 2008, by and among BROADPOINT SECURITIES GROUP, INC. (f/k/a
      First Albany Companies Inc.), a New York corporation (“Parent”), BROADPOINT
      CAPITAL, INC. (f/k/a First Albany Capital Inc.), a New York corporation (“Buyer”), and BNY
      CAPITAL MARKETS, INC., a New York corporation (“Seller”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Roseland, New
      Jersey based division of Seller (the “Division”) carries
      on
      a business involving secondary market sales and trading activities relating
      to a
      broad spectrum of fixed income and convertible securities (the “Business”);

     

    WHEREAS,
      Seller wishes to
      sell, and Buyer wishes to purchase, the Purchased Assets (as defined below)
      on
      the terms and subject to the conditions set forth in this
      Agreement;

     

    WHEREAS,
      it is the intent of
      the parties to provide for a seamless transfer of the Transferred Customer
      Accounts (as defined below) from Seller to Buyer with minimal inconvenience
      to
      the customers of the Business and with full preservation of their
      rights;

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements hereinafter set forth,
      the
      parties to this Agreement agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INTERPRETATIONS

     

    1.1.           
      Definitions.  In
      this Agreement, the following terms have the meanings specified or referred
      to
      in this Section 1.1 and shall be equally applicable to both the singular
      and plural forms.

     

    “Affiliate”
      means, with respect to any Person, any other Person which, at the time of
      determination, directly or indirectly through one or more intermediaries
      Controls, is Controlled by or is under Common Control with such
      Person.

     

    “Agreement”
      has the meaning specified in the first paragraph of this Agreement.

     

    “Allocation
      Schedule” has the meaning specified in Section 3.2.

     

    “Assigned
      Contracts” has the meaning specified in Section 2.1(b).

     

    “Assumed
      Liabilities” has the meaning specified in Section 2.3.

     

    “Business”
      has the meaning specified in the first recital of this Agreement.  For
      the avoidance of doubt, the “Business” includes all services currently being
      provided to clients or customers by the Designated Employees.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    “Buyer”
      has the meaning specified in the first paragraph of this Agreement.

     

    “Buyer
      Ancillary Agreements” means all agreements, instruments and documents
      being or to be executed and delivered by Buyer under this Agreement or in
      connection herewith.

     

    “Buyer
      Disclosure Schedule” means the letter dated the date hereof delivered by
      Buyer to Seller, which letter relates to this Agreement and is designated
      therein as the Buyer Disclosure Schedule.

     

    “Buyer
      Group Member” means (i) Buyer and its Affiliates, (ii) the directors,
      officers and employees of each of Buyer and its Affiliates and (iii) the
      respective successors and assigns of each of the foregoing.

     

    “Claim
      Notice” has the meaning specified in Section 11.3(a).

     

    “Closing”
      means the closing of the Transactions contemplated by this
      Agreement.

     

    “Closing
      Date” has the meaning specified in Section 4.1.

     

    “COBRA”
      has the meaning specified in Section 8.2(c).

     

    “Code”
      means the Internal Revenue Code of 1986.

     

    “Confidential
      Information” has the meaning specified in Section 13.1.

     

    “Confidentiality
      Agreement” means the Confidentiality Agreement dated August 7, 2007
      between Parent and The Bank of New York.

     

    “Contracts”
      means all written contracts, agreements, leases, subleases, licenses,
      sublicenses, permits, evidences of indebtedness, mortgages, indentures, notes,
      bonds, concessions, franchises, security agreements, joint settlement
      agreements, commitments, indemnities, assignments, understandings and
      arrangements.

     

    “Control”
      means, as to any Person, the power to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of voting
      securities, by Contract or otherwise.  The terms “Controlled by,”
“under Common Control with” and “Controlling” shall have correlative
      meanings.

     

    “Court
      Order” means any judgment, order, award or decree of any United States
      federal, state or local, or any supra-national or non-U.S., court or tribunal
      and any award in any arbitration proceeding.

     

    “Customer”
      means any Person to whom the Division provides brokerage, securities execution
      or similar services as part of the Business.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Customer
      Accounts” means the accounts maintained by Customers with Seller in
      respect of the Business.

     

    “Customer
      Records” means all documentation and records (including records stored in
      electronic form) obtained or created by Seller in the conduct of the Business
      in
      respect of Customers (excluding any information that does not relate to the
      conduct of the Business), whether housed on Pershing’s system or otherwise,
      including the name, address, Tax ID (on an IRS form furnished by the Customer),
      instructions, suitability information and account transaction interfaces of
      Customers and any representation letters and consents provided by
      Customers.

     

    “Designated
      Employees” means the Employees of the Business listed as Designated
      Employees in the Buyer Disclosure Schedule.

     

    “Designated
      Key Employees” means the Designated Employees listed as Designated Key
      Employees in the Buyer Disclosure Schedule.

     

    “Disclosure
      Schedules” means, collectively, the Seller Disclosure Schedule and the
      Buyer Disclosure Schedule.

     

    “Division”
      has the meaning specified in the first recital to this Agreement.

     

    “Employee
      Letter” means a letter in a form satisfactory to Buyer executed and
      delivered by a Designated Employee (to become effective upon such Designated
      Employee becoming a Transferred Employee) which will address any non-competition
      and non-solicitation restrictions to become applicable to such Designated
      Employee as an employee of Buyer and any equity incentive awards and/or special
      bonus incentives to be offered to such Designated Employee by Buyer in
      connection with the hiring of such Designated Employee, as well as any other
      matters that may be agreed to by Buyer and such Designated
      Employee.

     

    “Employees”
      means any employee of the Division as of the date hereof whose duties
      principally relate to the conduct of the Business.

     

    “Encumbrance”
      means any lien (statutory or other), claim, charge, security interest, mortgage,
      deed of trust, pledge, hypothecation, assignment, conditional sale or other
      title retention agreement, preference, priority or other security agreement
      or
      preferential arrangement of any kind, and, with respect to any Leased Real
      Property included in the Purchased Assets (if any), any easement, encroachment,
      covenant, restriction, right of way, defect in title or other encumbrance of
      any
      kind.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974.

     

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

     

    “Excluded
      Assets” has the meaning specified in Section 2.2.

     

    “Excluded
      Liabilities” has the meaning specified in Section 2.4.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Excluded
      Seller Representations” shall have the meaning specified in clause (B) of
      the proviso set forth in Section 11.1(a).

     

    “Expenses”
      means any and all documented out-of-pocket expenses incurred in connection
      with
      investigating, defending or asserting any claim, action, suit or proceeding
      incident to any matter indemnified against hereunder (including court filing
      fees, court costs, arbitration fees or costs, witness fees, and reasonable
      fees
      and disbursements of legal counsel, investigators, expert witnesses,
      consultants, accountants and other professionals).

     

    “FINRA”
      means the Financial Industry Regulatory Authority, Inc.

     

    “Fixed
      Assets” has the meaning specified in Section 2.1(c).

     

    “GAAP”
      means United States generally accepted accounting principles.

     

    “Governmental
      Body” means any United States federal, state or local, or any
      supra-national or non-U.S., government, political subdivision, governmental,
      regulatory or administrative authority, instrumentality, agency body or
      commission, self-regulatory organization, court, tribunal or judicial or
      arbitral body.

     

    “Governmental
      Permits” has the meaning specified in Section 5.4.

     

    “Indemnified
      Party” has the meaning specified in Section 11.3(a)

     

    “Indemnitor”
      has the meaning specified in Section 11.3(a).

     

    “IRS”
      means the United States Internal Revenue Service.

     

    “Knowledge
      of Seller” means the actual knowledge of any of the following
      individuals:  Joseph Mannello, John DiChiara and Jack
      Gavin.

     

    “Laws”
      means any United States federal, state and local, and any non-U.S., laws,
      statutes, regulations, rules, codes or ordinances enacted, adopted, issued
      or
      promulgated by any Governmental Body (including those pertaining to electrical,
      building, zoning, environmental and occupational safety and health requirements)
      or common law or equity.

     

    “Liabilities”
      means any liabilities or obligations, direct or indirect, known or unknown,
      absolute or contingent.

     

    “Losses”
      means any and all losses, costs, obligations, liabilities, settlement payments,
      awards, judgments, fines, penalties, damages, deficiencies or other charges
      (excluding incidental, special and consequential damages, including lost
      profits) suffered or incurred by an Indemnified Party.

     

    “Material
      Adverse Effect” means
an
      event, change or occurrence which is
      materially adverse to the Business, other than (a) any events, changes or
      occurrences that generally affect the industry in which the Business operates
      (including legal and regulatory changes), (b) changes arising from the
      consummation of the Transactions contemplated by, or

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    the
      announcement of the execution of, this Agreement, including (i) any actions
      of
      competitors, (ii) any actions taken by or losses of employees or Customers
      and
      (c) any circumstance, change or effect that results from any action taken
      pursuant to or in accordance with this Agreement or at request of
      Buyer.

     

    “NASD”
      means the National Association of Securities Dealers, Inc.

     

    “Negative
      Response Letter” means a letter in the form attached as Exhibit B hereto
      (as
      same may be modified by agreement of the parties).

     

    “New
      Pershing Clearing Agreement” has the meaning specified in Section
      9.6.

     

    “Non-RVP/DVP
      Accounts” means Customer Accounts that are retail accounts or are
      institutional accounts that are not RVP/DVP Accounts.

     

    “Notice
      of
      Account Transfer” means a notice of account transfer substantially in the
      form attached as Exhibit C hereto (as
      same may be modified by agreement of the parties).

     

    “Notice
      Period” has the meaning specified in Section 11.3(a).

     

    “Parent”
      has the meaning specified in the first paragraph of this Agreement.

     

    “Permitted
      Encumbrances” means (i) liens for Taxes which are not yet due and
      payable, (ii) liens of landlords and liens of carriers, warehousemen, mechanics
      and materialmen and other similar liens imposed by law arising in the ordinary
      course of business for sums not yet due and payable or delinquent, (iii) other
      liens or imperfections on property which do not adversely affect title to,
      detract from the value of, or impair the existing use of, the property affected
      by such lien or imperfection, (iv) any lien on equipment subject to equipment
      leases included in the Purchased Assets (other than liens on the Seller’s
      interest thereunder) and (v) any mortgage, deed of trust or any other lien
      or
      encumbrance on the real property that is subject to the Roseland Lease (other
      than liens or encumbrances on Seller’s interest thereunder).

     

    “Pershing”
      means Pershing LLC.

     

    “Person”
      means any individual, corporation, partnership, joint venture, limited liability
      company, association, joint-stock company, trust, unincorporated organization
      or
      Governmental Body.

     

    “Post-Closing
      Tax Period” has the meaning specified in
      Section 8.1(a).

     

    “Pre-Closing
      Tax Period” has the meaning specified in
      Section 8.1(a).

     

    “Purchase
      Price” has the meaning specified in Section 3.1.

     

    “Purchased
      Assets” means all the assets set forth in Section 2.1.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Restrictive
      Covenant” means any covenant or agreement pursuant to which any
      Transferred Employee:  (i) has agreed not to compete with Seller or
      any Affiliate in any respect or (ii) has agreed not to solicit customers of
      Seller or any Affiliate.

     

    “Roseland
      Lease” means that certain Lease Agreement, dated April 28, 1992, between
      Mendham Capital Group, Inc. (predecessor in interest to BNY Capital Markets,
      Inc.), and Roseland II Limited Partnership (predecessor in interest to Mack-Cali
      Realty Corporation) and the related parking license agreements, and all
      amendments to the foregoing.

     

    “RVP/DVP
      Accounts” means institutional Customer Accounts that are “receive vs.
      payment/deliver vs. payment” accounts.

     

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

     

    “Seller”
      has the meaning specified in the first paragraph of this Agreement.

     

    “Seller
      Ancillary Agreements” means all agreements, instruments and documents
      being or to be executed and delivered by Seller under this Agreement or in
      connection herewith.

     

    “Seller
      Disclosure Schedule” means the letter dated the date hereof delivered by
      Seller to Buyer, which letter relates to this Agreement and is designated
      therein as the Seller Disclosure Schedule.

     

    “Seller
      Group Member” means (i) Seller and its Affiliates, (ii) the directors,
      officers and employees of each of Seller and its Affiliates and (iii) the
      respective successors and assigns of each of the foregoing.

     

    “Tax”
      or “Taxes”
      mean: (i)  any United States federal, state, municipal or local, or
      non-U.S., income, gross receipts, windfall profit, severance, property,
      production, sales, use, license, excise, franchise, employment, payroll,
      withholding (including on amounts paid to or by an Person), alternative or
      add-on minimum, ad valorem, value added, transfer, documentary stamp,
      registration, or environmental (including taxes under Code Section 59A)
      tax, or any other tax, custom, duty, governmental fee or other like assessment
      or charge of any kind whatsoever, together in each case with any interest or
      penalty, addition to tax or additional amount imposed by any Governmental Body;
      and (ii)  any liability for the payment of amounts with respect to
      payments of a type described in clause (i) as a result of being a member of
      an
      affiliated, consolidated, combined, unitary, or similar group, as a result
      of
      being party to any agreement or any express or implied obligation to indemnify
      any Person, or as a result of any Laws regarding transferee, successor or like
      liability.

     

    “Tax
      Return” means any return, declaration, report or similar statement or any
      other document required to be filed with respect to any Taxes (including any
      attached schedules), including any information return, claim for refund, amended
      return or declaration of estimated Tax.

     

    “Third
      Person Claim” has the meaning specified in
      Section 11.3(a).

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Transaction
      Documents” means this Agreement, the Seller Ancillary Agreements and the
      Buyer Ancillary Agreements.

     

    “Transactions”
      means the sale and purchase of the Purchased Assets, the assumption of the
      Assumed Liabilities and the related transactions contemplated herein and in
      the
      Transaction Documents.

     

    “Transferred
      Customer Records” means any Customer Records (i) that may be assigned by
      Seller to Buyer without the consent (negative or positive) of the applicable
      Customer under applicable Laws or (ii) for which a Negative Response Letter
      has
      been delivered to the applicable Customer in accordance with Section 4.5, and
      no
      notice has been received from such Customer withholding consent for an
      assignment by Seller of such Customer Records to Buyer prior to 12:00 noon
      on
      the day preceding the Closing Date.

     

    “Transfer
      Tax” means any transfer, documentary, sales, bulk sales, use,
      registration, value added or other similar Tax, including any applicable real
      estate transfer Tax and any real property transfer gains Tax.

     

    “Transferred
      Employee” means Designated Employee who becomes an employee of Buyer as
      contemplated in this Agreement.

     

    “Upset
      Date” has the meaning specified in Section 12.1(b)(ii).

     

    “WARN”
      means the Workers’ Adjustment Retraining and Notification Act.

     

    1.2.           
      Interpretation.  For
      purposes of this Agreement, (i) the words “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation,” (ii) the word
“or” is not exclusive and (iii) the words “herein”, “hereof”, “hereby”, “hereto”
and “hereunder” refer to this Agreement as a whole.  Unless the
      context otherwise requires, references herein:  (i) to Articles,
      Sections, Exhibits and Schedules mean the Articles and Sections of, and the
      Exhibits and Schedules attached to, this Agreement; (ii) to an agreement,
      instrument or other document means such agreement, instrument or other document
      as amended, supplemented and modified from time to time to the extent permitted
      by the provisions thereof and by this Agreement; and (iii) to a statute means
      such statute as amended from time to time and includes any successor legislation
      thereto and any regulations promulgated thereunder.  The Schedules,
      Exhibits and Disclosure Schedules referred to herein shall be construed with
      and
      as an integral part of this Agreement to the same extent as if they were set
      forth verbatim herein.  Titles to Articles and headings of Sections
      are inserted for convenience of reference only and shall not be deemed a part
      of
      or to affect the meaning or interpretation of this Agreement.  This
      Agreement, Buyer Ancillary Agreements and Seller Ancillary Agreements shall
      be
      construed without regard to any presumption or rule requiring construction
      or
      interpretation against the party drafting an instrument or causing any
      instrument to be drafted.

     


    
      
        
        

      

      
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    ARTICLE
      II

     

    PURCHASE
      AND
      SALE

     

    2.1.           
      Purchased
      Assets.  Upon the terms and subject to the conditions of this
      Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey
      and
      deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all
      Encumbrances (except for Permitted Encumbrances), all right, title and interest
      of Seller in, to and under the following (collectively,  but excluding
      the Excluded Assets, the “Purchased
      Assets”):

     

    (a)           
      the Roseland Lease, including any related deposit;

     

    (b)           
      each of the Contracts listed on Schedule 2.1(b) as
      well as any additional Contracts designated subsequent to the date hereof
      pursuant to Section 7.4, including any related deposits, to the extent still
      in
      effect as of the Closing Date (the “Assigned
      Contracts”);

     

    (c)           
      the leasehold improvements, equipment, furniture, fixtures and other personal
      property listed on or referred to in Schedule 2.1(c), as
      well as any similar assets added to the Business after the date hereof
      consistent with Section 7.4, to the extent in existence as of the Closing Date
      (the “Fixed
      Assets”);

     

    (d)           
      any inventories of office supplies, forms or other similar items used in the
      Business as of the Closing Date; and

     

    (e)           
      originals or copies (in each case, to the extent in Seller’s possession or
      control) of: (i) the Transferred Customer Records, (ii) any correspondence
      or
      other documents relating to the Roseland Lease, (iii) any correspondence or
      other records relating to the Assigned Contracts; and (iv) any correspondence,
      bills of sale, warranties, maintenance or other records relating to the Fixed
      Assets.

     

    2.2.           
      Excluded
      Assets.  Notwithstanding the provisions of Section 2.1,
      the Purchased Assets shall not include any of the rights, properties or assets
      of Seller identified in Schedule 2.2
      (collectively, the “Excluded
      Assets”).

     

    2.3.           
      Assumed
      Liabilities.  Upon the terms and subject to the conditions of
      this Agreement, on the Closing Date, Buyer shall assume, pay, perform and
      otherwise discharge any liabilities or obligations of Seller under the Roseland
      Lease or the Assigned Contracts that are required to be performed or discharged
      on or after the Closing Date (other than any Liabilities arising out of or
      resulting from any breach by Seller or any Affiliate of any provision thereof
      prior to the Closing Date) (collectively, the “Assumed
      Liabilities”).

     

    2.4.           
      Excluded
      Liabilities.  Buyer shall not assume or be obligated to pay,
      perform or otherwise discharge any Liabilities other than Assumed Liabilities
      (all such Liabilities being herein called the “Excluded
      Liabilities”).

     


    
      
        
        

      

      
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    ARTICLE
      III

     

    PURCHASE
      PRICE

     

    3.1.           
      Purchase
      Price.  The purchase price for the Purchased Assets (the “Purchase
      Price”)
      shall be equal to the (i) sum of the aggregate net book value of the Fixed
      Assets and any related deposits under relating to the Roseland Lease and the
      Assigned Contracts, as shown on the accounting records of Seller maintained
      in
      accordance with GAAP and (ii) $550,000.  At least three (3) Business
      Days prior to the Closing Date, Seller shall provide Buyer with a schedule
      (consistent with the schedule heretofore delivered by Seller to Buyer listing
      the Fixed Assets as they exist on the date of this Agreement and their net
      book
      values determined from such accounting records) showing the calculation of
      such
      aggregate net book value, on the basis of which the parties shall determine
      the
      amount of the Purchase Price.  In the event of any disagreement
      regarding such calculation, the parties will endeavor to resolve such
      disagreement promptly and in good faith.

     

    3.2.           
      Allocation
      of Purchase Price.  Within 60 days after the Closing, Buyer
      shall deliver to Seller a schedule (the “Allocation Schedule”)
      allocating the Purchase Price (and any other items treated as consideration
      paid
      to Seller for United States federal income Tax purposes) among the Purchased
      Assets in accordance with Section 1060 of the Code and the Treasury Regulations
      thereunder.  To the extent in accordance with Section 1060 and the
      Treasury Regulations thereunder, the Purchase Price shall be allocated first
      to
      the net book value of the Purchased Assets with any excess then allocated to
      goodwill.  Seller (and each of its Affiliates) and Buyer (and each of
      its Affiliates) shall file all income, franchise or similar Tax Returns
      consistent with the allocation set forth on the Allocation
      Schedule.

     

    ARTICLE
      IV

     

    CLOSING

     

    4.1.           
      Closing
      Date.  Subject to satisfaction or waiver of the conditions set
      forth in Article IX and Article X, the Closing shall be consummated at 11:00
      A.M., New York time, on February 29, 2008 or, if not all such conditions have
      been or are capable of being satisfied on such date, on the first Business
      Day
      thereafter as of which all such conditions have been or are capable of being
      satisfied, at the offices of Sidley Austin LLP, or at
      such
      other place or at such other date and time as shall be agreed upon by Buyer
      and
      Seller.  The Closing shall be deemed to have become effective as of
      11:59 P.M., New York time, on the date on which the Closing is actually held
      (with such time and date being sometimes referred to herein as the “Closing
      Date”).

     

    4.2.           
      Payment
      of the Purchase Price on the Closing Date.  At the Closing,
      Buyer shall pay the Purchase Price to Seller by wire transfer of immediately
      available funds in U.S. Dollars to a bank account specified by Seller in writing
      at least two (2) Business Days prior to the Closing.

     


    
      
        
        

      

      
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    4.3.           
      Additional
      Deliveries of Parent and Buyer.  At the Closing, Parent and
      Buyer shall deliver to Seller all the following:

     

    (a)           
      the certificate of Parent contemplated by Section 10.1, duly executed by an
      authorized officer of Parent; and

     

    (b)           
      a counterpart of an assignment and assumption agreement in customary form,
      duly
      executed by Buyer.

     

    4.4.           
       Seller’s
      Deliveries.  At the Closing Seller, shall deliver to Buyer and
      Parent all the following:

     

    (a)           
      the certificate of Seller contemplated by Section 9.1, duly executed by an
      authorized officer of Seller;

     

    (b)           
      a counterpart of an assignment and assumption Agreement in customary form,
      duly
      executed by Seller;

     

    (c)           
      a bill of sale for the Fixed Assets in form and substance reasonably
      satisfactory to Buyer;

     

    (d)           
      all consents, waivers or approvals obtained by Seller with respect to the
      Purchased Assets or the consummation of the Transactions contemplated by this
      Agreement (it being agreed that Seller will use commercially reasonable efforts
      to include a customary estoppel provision in the consent to assignment obtained
      from the landlord under the Roseland Lease);

     

    (e)           
      an assignment, in recordable form, with respect to the Roseland Lease, duly
      executed by Seller and in form and substance reasonably satisfactory to
      Buyer;

     

    (f)           
      an executed certificate of non-foreign status of Seller complying with the
      provisions of United States Treasury Regulation
      Section 1.1445-2(b);

     

    (g)           
      such other bills of sale, assignments and other instruments of transfer or
      conveyance necessary to evidence and effect the sale, assignment, transfer,
      conveyance and delivery of the Purchased Assets to Buyer.

     

    4.5.           
      Procedures
      for Transfers of Customer Accounts.  At least thirty (30) days
      prior to the Closing Date, Seller shall mail Negative Response Letters to each
      Customer who maintains a Non-RVP/DVP Account.  At least ten (10) days
      prior to the Closing Date, Seller shall mail to each Customer who maintains
      an
      RVP/DVP Account a Notice of Account Transfer.  For each Person who
      becomes a new Customer subsequent to the mailing of such Notices of Account
      Transfer, Seller shall cause such Customer to execute a consent in a form to
      be
      agreed upon by the parties authorizing the transfer of the related Customer
      Account to Buyer on the Closing Date as provided herein.  Seller will
      be responsible for ensuring that the Customer Accounts of any negative
      consenting Customers will be closed and the associated assets will be
      transferred in accordance with the Customer’s instructions at least one business
      day prior to the Closing Date.  Subject to the New Pershing Clearing
      Agreement becoming effective, on the Closing Date, the parties shall cause
      Pershing to “repoint” the Customer Records housed on

     


    
      
        
        

      

      
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    Pershing’s
      system to Buyer in accordance with the procedures described on Schedule
      4.5.  Buyer shall cooperate with Seller and Pershing to
      reconcile trades occurring prior to the Closing Date that settle following
      the
      Closing Date, which such trades shall be for the account and benefit of
      Seller.

     

    4.6.           
      Other
      Technical Transition Arrangements.  The parties agree that
      between the date of this Agreement and the Closing Date they will cooperate
      to
      identify any actions with regard to operating systems and similar matters that
      need to be taken on or prior to the Closing Date in order for Buyer to be able
      to conduct the Business from and after the Closing Date without material
      disruption.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND
      WARRANTIES OF SELLER

     

    As
      an
      inducement to Buyer to enter into this Agreement and to consummate the
      Transactions contemplated hereby, Seller represents and warrants to Buyer that,
      except as set forth in the Seller Disclosure Schedule:

     

    5.1.           
      Organization
      of Seller.  Seller is a corporation duly organized and validly
      existing under the laws of the State of New York and is in good standing in
      all
      jurisdictions in which its failure to qualify or be in good standing would
      have
      a Material Adverse Effect.  Seller has full power and authority to own
      or lease and to operate and use the Purchased Assets and to carry on the
      Business as now conducted.

     

    5.2.           
      Authority
      of Seller.

     

    (a)           
      Seller has full power and authority to execute, deliver and perform this
      Agreement and all of Seller Ancillary Agreements to which it is a party. The
      execution, delivery and performance of this Agreement and such Seller Ancillary
      Agreements by Seller has been duly authorized and approved by Seller’s Board of
      Directors and does not require any further authorization or consent on the
      part
      of Seller.  This Agreement has been duly authorized, executed and
      delivered by Seller and is the legal, valid and binding obligation of Seller
      enforceable in accordance with its terms, and each of Seller Ancillary
      Agreements to which Seller is a party has been duly authorized by Seller and
      upon execution and delivery will be a legal, valid and binding obligation of
      Seller enforceable in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditor’s rights and to general
      equity principles.

     

    (b)           
      Except as set forth in Section 5.2 of the
      Seller Disclosure Schedule, neither the execution and delivery by Seller of
      this
      Agreement or any of Seller Ancillary Agreements or the consummation of any
      of
      the Transactions contemplated hereby or thereby nor compliance with or
      fulfillment of the terms, conditions and provisions hereof or thereof
      will:

     

    (i)           
      conflict with, result in a breach of the terms, conditions or provisions of,
      or
      constitute a default, an event of default or an event creating rights of
      acceleration, termination or cancellation or a loss of rights under, or result
      in the creation or imposition of any Encumbrance upon any of the Purchased
      Assets, under (A) the certificate of

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    incorporation
      or by-laws of Seller, (B) any material note, instrument, agreement, mortgage,
      lease, license, franchise, permit or other authorization, right, restriction
      or
      obligation to which Seller is a party (other than the Assigned Contracts, which
      are addressed in Section 5.8), (C) any Court Order to which Seller is a party
      or
      any of the Purchased Assets is subject or by which Seller is bound or (D) any
      Laws affecting Seller, the Purchased Assets or the Business, except, in the
      case
      of clause (B), (C) or (D), the effect of which would not be reasonably expected
      to have a Material Adverse Effect; or

     

    (ii)           
      require the approval, consent, authorization or act of, or the making by of
      any
      declaration, filing or registration with, any Person, except pursuant to the
      applicable provisions of United States federal and state laws relating to the
      regulation of broker-dealers and the rules and regulations of the SEC,
      applicable state securities commissions, and the securities exchanges, boards
      of
      trade or other industry self-regulatory organizations of which Seller is a
      member (each of which is listed in Section 5.2 of the
      Seller Disclosure Schedule).

     

    5.3.           
      Taxes.  With
      respect to any Taxes, the nonpayment of which would result in a lien or other
      Encumbrance on any Purchased Asset or would result in Buyer becoming liable
      therefor, (i) all Tax Returns that are required to be filed by Seller with
      respect to the Purchased Assets or the Business on or prior to the Closing
      Date
      or that relate to any period ending on or prior to the Closing Date have been
      or
      will be duly filed, (ii) such Tax Returns are (or will be when filed) complete
      and accurate in all material respects, (iii) all Taxes with respect to the
      Purchased Assets or the Business, whether or not reported on such Tax Returns,
      have been (or will be when due) paid in full, and (iv) no audit, examination,
      or
      deficiency or refund litigation with respect to any such Taxes is
      pending.  Seller has complied in all material respects with Laws
      regarding the withholding of Tax from any amounts paid to employees or any
      other
      Persons.

     

    5.4.           
      Governmental
      Permits; Compliance with Laws.

     

    (a)           
      All licenses, registrations, qualifications, memberships, franchises, permits,
      privileges, approvals and other authorizations from a Governmental Body held
      by
      Seller in connection with the ownership of the Purchased Assets and/or the
      operation of the Business are listed in Section 5.4(a) of the
      Seller Disclosure Schedule (collectively, the “Governmental
      Permits”).  Except as would not have a Material Adverse Effect,
      the Governmental Permits constitute all the licenses, registrations,
      qualifications, memberships, franchises, permits, privileges, approvals and
      other authorizations from a Governmental Body required in order to own the
      Purchased Assets and to operate the Business in compliance with all applicable
      Laws.

     

    (b)           
      Except as would not have a Material Adverse Effect, with respect to the
      operation of the Business, Seller has timely filed (and, where applicable,
      obtained approval of) all registrations, qualifications, memberships,
      applications, declarations, reports, notices, forms and other filings required
      to be filed by it with the SEC, FINRA, or any other Governmental Body, and
      all
      amendments or supplements to any of the foregoing.

     

    (c)           
      Seller has made available to Buyer a copy of the currently effective Form BD
      as
      filed by Seller with the SEC. Except as set forth in Section 5.4(c) of the
      Seller Disclosure

     


    
      
        
        

      

      
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    Schedule,
      the information contained in such form was complete and accurate in all material
      respects as of the time of filing thereof and, to the Knowledge of Seller,
      remains complete and accurate in all material respects as of the date
      hereof.

     

    (d)           
      Except as set forth in Section 5.4(d) of the
      Seller Disclosure Letter and except with respect to employees in training or
      employees who have been employed by the Division for fewer than 90 days and
      except as would not have a Material Adverse Effect, all of the Employees who
      are
      required to be licensed or registered to conduct the Business are duly licensed
      or registered in each state and with each Governmental Body in which or with
      which such licensing or registration is so required.

     

    (e)           
      Except as disclosed on Form BD of Seller or any Form U4 of any Designated
      Employee filed prior to the date of this Agreement, copies of which have been
      made available to Buyer, neither Seller with respect to the Division nor, to
      the
      Knowledge of Seller, any Designated Employee has been the subject of any
      disciplinary proceedings or orders of any Governmental Body arising under
      applicable laws which would be required to be disclosed on Form BD or Form
      U4,
      as the case may be. With respect to the operation of the Business, no such
      disciplinary proceeding or order is pending or, to the Knowledge of Seller,
      threatened. Except as disclosed on Form BD of Seller or any Form U4 of a
      Designated Employee with respect to the operation of the Business filed prior
      to
      the date of this Agreement, neither Seller nor, to the Knowledge of Seller,
      any
      Designated Employee has been permanently enjoined by the order of any
      Governmental Body from engaging or continuing any conduct or practice in
      connection with any activity or in connection with the purchase or sale of
      any
      security. Except as disclosed on Form BD of Seller or any Form U4 of Designated
      Employee with respect to the operation of the Business filed prior to the date
      of this Agreement, neither Seller nor, to the Knowledge of Seller, any
      Designated Employee is or has been ineligible to serve as a broker-dealer or
      be
      associated with a broker-dealer under Section 15(b) of the Exchange Act, as
      the case may be (including being subject to any “statutory disqualification” as
      defined in Section 3(a)(39) of the Exchange Act) or is subject to
      heightened supervision under applicable FINRA (NASD) interpretations or
      pronouncements.

     

    (f)           
      To the Knowledge of Seller, the information provided by Seller to the Central
      Registration Depository with respect to the Employees of the Division (including
      any Form BD or Form U4) is true, accurate and complete in all material
      respects.

     

    (g)           
      Seller has heretofore made available to Buyer copies of all material regulatory
      correspondence, examination reports and deficiency letters received or sent
      by
      Seller with respect to the Business and/or the Designated Employees since
      September 1, 2005.

     

    5.5.           
      The
      Roseland Lease.  Except as is disclosed in Section 5.5 of
      the
      Seller Disclosure Schedule, (i) the leasehold interest of Seller under the
      Roseland Lease is not subject or subordinate to any Encumbrance except for
      Permitted Encumbrances. (ii) to the Knowledge of Seller, there exists no
      material default under the Roseland Lease (by either the Seller or the landlord
      thereunder) and (iii) Seller has not received any notice that condemnation
      or
      other taking by any Governmental Body is pending, threatened or contemplated
      against the whole or any part of the real property that is subject to the
      Roseland Lease.  A complete and correct copy of the Roseland Lease has
      heretofore been made available by Seller to Buyer.

     


    
      
        
        

      

      
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    5.6.           
      Title
      to
      Property.  Seller has good and marketable title to, or a valid
      leasehold interest in, all of the Purchased Assets (other than Intellectual
      Property).  At Closing, Seller will transfer and assign to Buyer the
      Purchased Assets, free and clear of all Encumbrances, except for Permitted
      Encumbrances.

     

    5.7.           
      Employees.

     

    (a)           
      Seller has heretofore delivered to Buyer a schedule setting forth the annual
      compensation and incentive compensation of each of the Designated Employees
      for
      2007.

     

    (b)           
      Except as disclosed in Section 5.7(b) of the
      Seller Disclosure Schedule, since January 1, 2005, there have been no lawsuits,
      claims, suits, complaints, proceedings or investigations asserted, or to the
      Knowledge of Seller threatened, against or affecting Seller by any of the
      Designated Employees.  Seller has also heretofore delivered to Buyer a
      summary of certain internal actions taken by Seller or its Affiliates in respect
      of certain of the Designated Employees.

     

    5.8.           
      Status
      of
      Assigned Contracts.  Except as disclosed in Section 5.8 of
      the
      Seller Disclosure Schedule:  (a) each of the Contracts listed on Schedule 2.1(b)
      constitutes a valid and binding obligation of Seller and, to the Knowledge
      of
      Seller, the other parties thereto enforceable in accordance with its terms
      and
      is in full force and effect subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditor’s rights and to general equity principles; and
      (b) Seller has fulfilled and performed its material obligations under each
      of
      the Assigned Contracts, and Seller is not in breach or default under, nor is
      there or, to the Knowledge of Seller, is there alleged to be any basis for
      termination of, any of the Assigned Contracts and, to the Knowledge of Seller,
      no other party to any of the Assigned Contracts has breached or defaulted
      thereunder, and no event has occurred and no condition or state of facts exists
      which, with the passage of time or the giving of notice or both, would
      constitute such a material default or breach by Seller or, to the Knowledge
      of
      Seller, by any such other party.  Complete and correct copies of each
      of the Assigned Contracts have been delivered to Buyer by Seller.

     

    5.9.           
      Litigation.  Except
      as set forth in Section 5.9 of the
      Seller Disclosure Schedule:

     

    (a)           
      Seller is not, with respect to the Business, nor are any of the Purchased
      Assets, subject to any Court Order; and

     

    (b)           
      there are no lawsuits, claims, suits, complaints, proceedings or investigations
      pending or, to the Knowledge of Seller, threatened against or affecting Seller
      or any of the Designated Employees in respect of the Purchased Assets or the
      Business, and to the Knowledge of Seller there are no lawsuits, suits,
      complaints or proceedings pending in which Seller or its current or former
      employees is the plaintiff or claimant and which relate to the Purchased Assets
      or the Business, which if adversely determined would be reasonably expected
      to
      have a Material Adverse Effect.

     

    5.10.          Customer
      Accounts.  Seller has heretofore delivered to Buyer a
      materially correct list of the top ten Customers of each salesman included
      in
      the Designated

     


    
      
        
        

      

      
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    Employees
      setting forth the name of each such Customer and the amount of revenue generated
      by each such Customer during 2006 and 2007.  Seller has also
      heretofore delivered a list setting forth the address of record for each current
      Customer with an address of record located outside the U.S.  For the
      Customers maintaining RVP/DVP Accounts, Seller is permitted to transfer the
      related Transferred Customer Records to Buyer using the Negative Response
      Letters contemplated to be mailed pursuant to Section 4.5.  Except as
      disclosed in Section
      5.10 of the Seller Disclosure Schedule, to the Knowledge of Seller there
      are no complaints pending or threatened with respect to any Customer Account
      or
      other controversies pending with respect to any Customer Account that could
      reasonably be expected to result in a complaint.  The Transferred
      Customer Records will constitute true and correct copies of the corresponding
      records maintained by Seller.

     

    5.11.          No
      Finder.  Neither Seller nor any Person acting on its behalf has
      paid or become obligated to pay any fee or commission to any broker, finder
      or
      intermediary for or on account of the Transactions contemplated by this
      Agreement other than to Evercore Partners Inc. and Gleacher Partners LLC, whose
      fees and expenses shall be paid by Seller.

     

    5.12.          Financial
      Information.  The securities haircut reports for the Business
      as of March 31, June 29 and September 28, 2007 attached as Schedule 5.12(A) to
      the Seller Disclosure Schedule in all material respects were prepared in
      compliance with applicable regulatory requirements and are true and
      correct.  The monthly income statements for the Business attached as
Schedule
      5.12(B) to the Seller Disclosure Schedule were prepared in accordance
      with GAAP (other than as to transfer pricing related to interest income and
      expense) and, to the Knowledge of Seller, are true and correct in all material
      respects.

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND
      WARRANTIES OF BUYER

     

    As
      an
      inducement to Seller to enter into this Agreement and to consummate the
      Transactions contemplated hereby, Parent hereby represents and warrants to
      Seller and agrees as follows:

     

    6.1.           
      Organization
      of Parent and Buyer. Parent and Buyer are corporations duly organized,
      validly existing and in good standing under the laws of the State of New York,
      and each has full power and authority to own or lease and to operate and use
      its
      properties and assets and to carry on its business as now
      conducted.

     

    6.2.           
      Authority
      of Buyer.

     

    (a)           
      Parent and Buyer each has full power and authority to execute, deliver and
      perform this Agreement and any Buyer Ancillary Agreements to which it is a
      party. The execution, delivery and performance of this Agreement and Buyer
      Ancillary Agreements by Buyer have been duly authorized and approved by Buyer’s
      board of directors and do not require any further authorization or consent
      of
      Buyer or its stockholders.  This Agreement has been duly authorized,
      executed and delivered by Buyer and is the legal, valid and binding agreement
      of
      Buyer enforceable in accordance with its terms, and each of Buyer Ancillary
      Agreements has

     


    
      
        
        

      

      
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    been
      duly
      authorized by Buyer and upon execution and delivery by Buyer will be a legal,
      valid and binding obligation of Buyer enforceable in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws of general applicability relating to or affecting
      creditor’s rights and to general equity principles.

     

    (b)           
      Except as set forth in Section 6.2(b) of the
      Buyer Disclosure Schedule, neither the execution and delivery by Parent or
      Buyer
      of this Agreement or any of the Buyer Ancillary Agreements or the consummation
      of any of the Transactions contemplated hereby or thereby nor compliance with
      or
      fulfillment of the terms, conditions and provisions hereof or thereof
      will:

     

    (i)           
      conflict with, result in a breach of the terms, conditions or provisions of,
      or
      constitute a default, an event of default or an event creating rights of
      acceleration, termination or cancellation or a loss of rights under (A) the
      certificate of incorporation or by-laws of Parent or Buyer, (B) any material
      note, instrument, agreement, mortgage, lease, license, franchise, permit or
      other authorization, right, restriction or obligation to which Parent or Buyer
      is a party or any of their respective properties is subject or by which Parent
      or Buyer is bound, (C) any Court Order to which Parent or Buyer is a party
      or by
      which it is bound or (D) any Laws affecting Parent or Buyer; or

     

    (ii)           
      require the approval, consent, authorization or act of, or the making by Parent
      or Buyer of any declaration, filing or registration with, any
      Person.

     

    6.3.           
      No
      Finder.  Neither Parent, Buyer nor any Person acting on behalf
      of Parent or Buyer has paid or become obligated to pay any fee or commission
      to
      any broker, finder or intermediary for or on account of the Transactions
      contemplated by this Agreement.

     

    6.4.           
      Litigation.  There
      is no action pending or, to the knowledge of Parent, threatened against Buyer
      seeking to enjoin or restrain any of the Transactions contemplated by this
      Agreement.

     

    6.5.           
      Financing.  Buyer
      has sufficient immediately available funds to pay, in cash, the Purchase Price
      and all other amounts payable pursuant to this Agreement or otherwise necessary
      to consummate all the Transactions contemplated hereby.

     

    6.6.           
      Governmental
      Permits.

     

    (a)           
      Immediately prior to the Closing Date, Buyer will have all material licenses,
      franchises, permits, privileges, approvals and other authorizations from a
      Governmental Body required in order to purchase and own the Purchased Assets
      and/or the operate the Business in compliance with all applicable
      Laws.

     

    (b)           
      Immediately prior to the Closing Date, Buyer will have timely filed all material
      registrations, declarations, reports, notices, forms and other filings required
      to be filed by it with the SEC, FINRA or any other Governmental Body, and all
      amendments or supplements to any of the foregoing, in order to purchase and
      own
      the Purchased Assets and/or the operate the Business in compliance with all
      applicable Laws.

     


    
      
        
        

      

      
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    ARTICLE
      VII

     

    ACTIONS
      PRIOR TO THE CLOSING
      DATE

     

    The
      respective parties hereto covenant and agree to take the following actions
      between the date hereof and the Closing Date:

     

    7.1.           
      Investigation
      by Buyer.  Upon reasonable notice, Seller shall afford the
      officers, employees and authorized representatives of Parent (including
      independent public accountants and attorneys) reasonable access during normal
      business hours to the offices, properties, employees and business and financial
      records (including computer files, retrieval programs and similar documentation)
      of the Division and shall furnish to Parent or its authorized representatives
      such additional information concerning the Purchased Assets, the Business and
      the operations of the Division as shall be reasonably requested by Parent; provided,
however,
      that any such access or furnishing of
      information shall be conducted at the Parent's expense, under the supervision
      of
      Seller's personnel and in such a manner as not to interfere with the normal
      operations of the Business. Notwithstanding anything to the contrary in this
      Agreement, Seller shall not be required to disclose any information to Parent
      if
      such disclosure would, in Seller's sole discretion, (i) cause significant
      competitive harm to the Business if the Transactions contemplated hereby are
      not
      consummated, (ii) jeopardize any attorney-client or other legal privilege or
      (iii) contravene any applicable Laws, fiduciary duty or binding agreement
      entered into prior to the date hereof.

     

    7.2.           
      Consents
      of Third Parties; Governmental Approvals.

     

    (a)           
      Prior to the Closing Date, Seller shall use commercially reasonable efforts
      to
      obtain the consent or approval (or waiver thereof) of any Person that is
      necessary to permit Seller to assign and transfer the all of the Purchased
      Assets and to transfer the Transferred Customer Records to Buyer free and clear
      of Encumbrances (except for Permitted Encumbrances), and to perform its
      obligations under, and conclude the Transactions contemplated by, this
      Agreement; provided that Seller
      shall not have any obligation to offer or pay any consideration in order to
      obtain any such consents or approvals.  During the period prior to the
      Closing Date, Buyer shall act diligently and reasonably to cooperate with Seller
      in attempting to obtain the consents, approvals and waivers contemplated by
      this
      Section 7.2(a).

     

    (b)           
      The parties hereto shall use reasonable best efforts, and shall cooperate with
      each other, in attempting to obtain any consents and approvals (or waivers
      thereof) of any Governmental Body required to permit the consummation of the
      Transactions contemplated by this Agreement or to otherwise satisfy the
      conditions set forth in Sections 9.4, 10.4 and 10.5. Seller has heretofore
      delivered to Buyer a true and correct copy of the application filed by Seller
      with FINRA under NASD Rule 1017 in relation to the Transactions and Buyer has
      delivered to Seller a true and correct copy of a letter submitted by Buyer
      to
      FINRA discussing the application of NASD Rule 1017 to Buyer in relation to
      the
      Transactions. Buyer and Seller shall advise each other as to material
      developments with respect to the status of receipt of approvals as contemplated
      by this Section 7.2 and Sections 9.4, 10.4 and 10.5.

     


    
      
        
        

      

      
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    (c)           
      Notwithstanding anything herein to the contrary, neither Seller nor Buyer shall
      be obligated to contest any final action or decision taken by any Governmental
      Body challenging the consummation of the Transactions contemplated by this
      Agreement.

     

    7.3.           
      Operations
      Prior to the Closing Date.  From the date of this Agreement
      until the Closing, except as contemplated, permitted or required by this
      Agreement or as may be necessary to comply with Applicable Law, Seller shall
      operate and carry on the Business in all material respects in the ordinary
      course consistent with past practice.

     

    7.4.           
      Additional
      Fixed Assets and Assigned Contracts.

     

    (a)           
      Between the date of this Agreement and the Closing Date, Seller may add
      additional or replacement leasehold improvements, equipment, furniture, fixtures
      and other personal property to the Business in the ordinary course of business
      consistent with past practice and, to the extent still use in the Business
      as of
      the Closing Date, such items shall be deemed to constitute additional Fixed
      Assets for the purposes of this Agreement, provided that Seller
      shall obtain the consent of Buyer (which consent shall not be unreasonably
      withheld) if the aggregate net book value of such additional items as of the
      Closing Date is expected to exceed $25,000.

     

    (b)           
      Seller agrees to use commercially reasonable efforts to identify, as soon as
      practicable after the execution and delivery of this agreement, any additional
      Contracts to which Seller or any Affiliate thereof is a party and that relate
      solely to the Business. To the extent agreed by the parties, such Contracts
      shall be deemed to be additional Assigned Contracts for the purposes
      hereof.

     

    7.5.           
      Preserve
      Accuracy of Representations and Warranties; Notification of Certain
      Matters.

     

    (a)           
      Each party shall promptly notify the other of any action, suit or
      proceeding that shall be instituted or threatened against such party to
      restrain, prohibit or otherwise challenge the legality of any transaction
      contemplated by this Agreement.

     

    (b)           
      During the period prior to the Closing Date, Seller will notify Parent of (i)
      any lawsuit, claim, proceeding or investigation that is threatened, brought,
      asserted or commenced against Seller which would have been listed in Section 5.9 of the
      Seller Disclosure Schedule if such lawsuit, claim, proceeding or investigation
      had arisen prior to the date hereof and (ii) any notice or other communication
      from any third Person alleging that the consent of such third Person is or
      may
      be required in connection with the Transactions contemplated by this
      Agreement.

     

    ARTICLE
      VIII

     

    ADDITIONAL
      AGREEMENTS

     

    8.1.           
      Taxes.

     

    (a)           
      All real property Taxes, personal property Taxes and other ad valorem Taxes
      levied with respect to the Purchased Assets for a taxable period which includes
      (but does

     


    
      
        
        

      

      
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    not
      end
      on) the Closing Date shall be apportioned between Seller, on one hand, and
      Buyer, on the other, based on the number of days of such taxable period included
      in the portion of such taxable period on and before the Closing Date (the “Pre-Closing Tax
      Period”) and the number of days of such taxable period after the Closing
      Date (the “Post-Closing Tax
      Period”).  Seller shall be liable for the proportionate amount
      of such Taxes that is attributable to the Pre-Closing Tax Period and Buyer
      shall
      be liable for the proportionate amount of such Taxes that is attributable to
      the
      Post-Closing Tax Period.

     

    (b)           
      Notwithstanding any provision in
      this Section 8.1 or Section 13.9 to the contrary, all Transfer Taxes, and
      all conveyance
      fees, recording charges and other fees and charges (including any penalties
      and
      interest) attributable to the sale or transfer of the Business, the Purchased
      Assets or the Assumed Liabilities, as well as the cost of the filing of all
      necessary Tax Returns and other documentation with respect to all such Taxes,
      fees and charges, shall be borne and paid one half by Seller and one half by
      Buyer when due, and each of Seller and Buyer shall file all necessary Tax
      Returns and other documentation required to be filed by it with respect to
      all
      such Taxes, fees and charges, and, if required by applicable law, the parties
      will, and will cause their Affiliates to, file or join in the execution of
      any
      such Tax Returns and other documentation; provided
      that each of Seller and Buyer shall use
      reasonable efforts to avail itself of any available exemptions from and
      collection of any such Transfer Taxes, and each of Seller (and its Affiliates)
      and Buyer (and its Affiliates) shall cooperate with the other party in providing
      information and documentation that may be necessary to obtain such
      exemption.

     

    (c)           
      After the Closing Date, each of Seller and Buyer shall (and cause their
      respective Affiliates to):

     

    (i)           
      assist the other party in preparing any Tax Returns which such other party
      is
      responsible for preparing and filing;

     

    (ii)           
      cooperate in preparing for any audits of, or disputes with taxing authorities
      regarding, any Tax Returns relating to the Business or the Purchased
      Assets;

     

    (iii)           
      make available to the other and to any taxing authority as reasonably requested
      all information, records and documents in respect of Taxes relating to the
      Business or the Purchased Assets;

     

    (iv)           
      provide notice to the other in writing of any Tax audits or assessments in
      respect of Taxes relating to the Business or the Purchased Assets for taxable
      periods for which the other has a Liability under this Section 8.1 or
      otherwise; and

     

    (v)           
      furnish the other with copies of all material correspondence received from
      any
      taxing authority in connection with any Tax audit or information request
      relating to Taxes of the Business or the Purchased Assets for Taxable periods
      for which the other party may have a Liability under this Section 8.1 or
      otherwise.

     

    (d)           
      Notwithstanding anything to the contrary in this Agreement, the obligations
      of
      the parties set forth in this Section 8.1 shall survive until the
      expiration of the applicable statutes of limitation with respect to Taxes
      (taking into account any extensions or waivers thereof).

     


    
      
        
        

      

      
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    8.2.           
      Employees.

     

    (a)           
      Employment
      Arrangements.  Buyer shall offer employment to each of the
      Designated Employees effective as of 12:01 A.M. on the day following the Closing
      Date.  Prior to or following the execution and delivery of this
      Agreement, Buyer shall ask each Designated Key Employee to execute and deliver
      an Employee Letter.

     

    (b)           
      Access.  Following
      the execution and delivery of this Agreement, Seller shall arrange to provide
      Buyer with an opportunity to interview each of the Designated Employees and
      shall provide Buyer reasonable access to, and facilitate meetings with, the
      Designated Employees for the purposes of making announcements concerning and
      preparing for the consummation of the Transactions contemplated herein,
      including providing the Designated Employees with training in advance of the
      Closing Date with respect to any of Buyer’s systems or procedures that are
      different from the systems and procedures employed by Seller in the Business.
      provided that
      such meetings shall be scheduled so as to not interfere with the normal conduct
      of the Business.

     

    (c)           
      COBRA;
      WARN.  Buyer shall provide continuation health care coverage to
      all Transferred Employees and their qualified beneficiaries who incur a
      qualifying event after the Closing Date in accordance with, and to the extent
      required under, the continuation health care coverage requirements of
      Section 4980D of the Code and Sections 601 through 608 of ERISA (“COBRA”).  Seller
      shall be responsible for providing (i) continuation coverage and all related
      notices to the extent required by law to any Transferred Employees (or qualified
      beneficiaries) who incur a “qualifying event” under COBRA on or before the
      Closing Date and (ii) all notices and severance in lieu of notice to any
      Employees who incur an employment loss on or before the Closing Date in
      accordance with, and to the extent required under, WARN.

     

    8.3.           
      Agreement
      not to Enforce Restrictive Covenants.  From and after the
      Closing Date, neither Seller nor any Affiliate shall seek to enforce any
      Restrictive Covenant against any of the Transferred Employees based on actions
      of such Transferred Employees as employees of Buyer (or any Affiliate or
      successor of Buyer or any purchaser of all or part of the Business from Buyer),
      and Seller, on behalf of itself and its Affiliates, hereby releases any claims
      against any Transferred Employee based on such actions.  It is further
      agreed that: (i) for the purpose of any obligations owed by the Transferred
      Employees to Seller and its Affiliates to protect confidential or proprietary
      information, from and after the Closing Date neither Seller nor any Affiliate
      shall seek to enforce any restrictive covenant prohibiting disclosure or use
      of
      information relating to the Business that has been provided to Buyer as part
      of
      its due diligence investigation or which otherwise constitutes part of the
      Purchased Assets and (ii) the Transferred Employees are intended third-party
      beneficiaries of the provisions of this Section 8.3.

     

    8.4.           
      Roseland
      Lease.  Buyer shall not exercise any renewal or extension right
      or otherwise extend the term of the Roseland Lease beyond its current expiration
      date of April 30, 2009 except with the prior written consent of
      Seller.

     

    8.5.           
      Transition
      Services.  Between the date hereof and the Closing Date, the
      parties will mutually determine whether it is necessary or appropriate for
      Seller and its Affiliates to provide any transition services to Buyer for a
      limited period following the Closing in order to

     


    
      
        
        

      

      
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    ensure
      the ability of Buyer to carry on the Business without disruption pending full
      integration of the Business into Buyer’s systems and/or replacement of support
      services provided by Seller and its Affiliates to the Business with services
      of
      outside vendors.  To the degree that the parties identify any such
      services, they agree to negotiate in good faith the terms on which such services
      may be provided to Buyer, including reimbursement of Seller’s or its Affiliates’
costs of providing same.

     

    ARTICLE
      IX

     

    CONDITIONS
      PRECEDENT TO
      OBLIGATIONS OF BUYER

     

    The
      obligations of Buyer under this Agreement shall, at the option of
      Buyer,  be subject to the satisfaction, on or prior to the Closing
      Date, of the following conditions:

     

    9.1.           
      No
      Misrepresentation or Breach of Covenants and
      Warranties.  Seller shall have performed in all material
      respects all covenants and agreements required to be performed by them under
      this Agreement on or prior to the Closing Date.  The representations
      and warranties of Seller in Article V hereto that are qualified as to
      materiality (including Material Adverse Effects) shall be true and correct
      and
      those not so qualified shall be true and correct in all material respects,
      in
      each case when made and at and as of the Closing Date with the same effect
      as
      though made at and as of such date, other than representations and warranties
      that speak as of another specific date or time prior to the date hereof (which
      need only be true and correct as of such date or time) and except for changes
      therein specifically permitted by this Agreement or resulting from any action
      expressly consented to in writing by Buyer or any action permitted by
      Section 7.4.  There shall have been delivered to Buyer a
      certificate to such effect, dated the Closing Date, signed on behalf of Seller
      by an authorized officer thereof.

     

    9.2.           
      No
      Illegality.  No statute, rule, regulation, order or decree of a
      Governmental Body shall have been enacted, entered, promulgated and remain
      in
      effect that prohibits or makes illegal consummation of any of the Transactions
      contemplated hereby.

     

    9.3.           
      No
      Restraint or Litigation.  No action, suit, investigation or
      proceeding by any Governmental Body shall have been instituted or threatened
      to
      restrain or prohibit or otherwise challenge the legality or validity of the
      Transactions contemplated hereby.

     

    9.4.           
      Necessary
      Governmental Approvals.  The parties shall have received all
      approvals and actions of or by, and shall have made all filings and given all
      notices to, FINRA and all other Governmental Bodies that are necessary to
      consummate the Transactions contemplated hereby.

     

    9.5.           
      Employment
      Arrangements.  Joseph Mannello and at least 37 of the other
      Designated Employees shall have become Transferred Employees (and, in the case
      of Designated Key Employees shall have executed and delivered Employment
      Letters) and shall not, as a result of death or any illness, injury or other
      disability, be unable to perform the essential functions of their respective
      jobs with or without reasonable accommodation

     

    9.6.           
      Clearing
      Agreement.  Buyer and Pershing shall have entered into a
      clearing agreement with respect to Customer Accounts relating to the Transferred
      Customer

     


    
      
        
        

      

      
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    Records
      being transferred to Buyer (the “New Pershing Clearing
      Agreement”) substantially in the form of the draft heretofore presented
      to Buyer by Pershing (but with pricing mutually satisfactory to Buyer and
      Pershing).

     

    ARTICLE
      X

     

    CONDITIONS
      PRECEDENT TO
      OBLIGATIONS OF SELLER

     

    The
      obligations of Seller under this Agreement shall, at the option of Seller,
      be
      subject to the satisfaction, on or prior to the Closing Date, of the following
      conditions:

     

    10.1.          No
      Misrepresentation or Breach of Covenants and
      Warranties.  Parent and Buyer shall have performed in all
      material respects all covenants and agreements required to be performed by
      it
      under this Agreement on or prior to the Closing Date.  The
      representations and warranties of Parent in Article VI that are qualified as
      to
      materiality shall be true and correct and those not so qualified shall be true
      and correct in all material respects, in each case when made and at and as
      of
      the Closing Date with the same effect as though made at and as of such date,
      other than representations and warranties that speak as of another specific
      date
      or time prior to the date hereof (which need only be true and correct as of
      such
      date or time) and except for changes therein specifically permitted by this
      Agreement or resulting from any transaction expressly consented to in writing
      by
      Seller.  There shall have been delivered to Seller a certificate to
      such effect, dated the Closing Date and signed on behalf of Parent by an
      authorized officer of Parent.

     

    10.2.          No
      Illegality.  No statute, rule, regulation, order or decree of a
      Governmental Body shall have been enacted, entered, promulgated and remain
      in
      effect that prohibits or makes illegal consummation of the Transactions
      contemplated hereby.

     

    10.3.          No
      Restraint or Litigation.  No action, suit or proceeding by any
      Governmental Body shall have been instituted or threatened to restrain, prohibit
      or otherwise challenge the legality or validity of the Transactions contemplated
      hereby.

     

    10.4.          Seller’s
      FINRA Approval.  Seller shall have obtained all approvals
      required from FINRA required to consummate the Transactions contemplated
      hereby.

     

    10.5.          Buyer’s
      Regulatory Approvals.  Buyer shall remain registered with the
      SEC and in good standing as a broker-dealer and shall have obtained any
      approvals from, and provided any notices to, FINRA or any other self-regulatory
      organization required for Buyer to consummate the Transactions contemplated
      hereby and to operate the Business upon Closing.

     

    10.6.          Necessary
      Governmental Approvals.  The parties shall have received any
      other approvals and actions of or by, and shall have made any other filings
      and
      given all notices to, any other Governmental Bodies that are necessary to
      consummate the Transactions contemplated hereby.

     


    
      
        
        

      

      
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    ARTICLE
      XI

     

    INDEMNIFICATION

     

    11.1.          Indemnification
      by Seller.

     

    (a)           
      Seller agrees to indemnify and hold harmless each Buyer Group Member from and
      against any and all Losses and Expenses incurred by such Buyer Group Member
      in
      connection with or arising from:

     

    (i)            
      any breach of any warranty or representation of Seller contained
      herein;

     

    (ii)           
      any breach by Seller of any of its covenants or agreements herein;
      or

     

    (iii)           any
      Excluded Liability;

     

    (iv)           any
      Liabilities arising out of or resulting from any breach by Seller or any
      Affiliate prior to the Closing Date of any provision of the Roseland Lease
      or
      any Assigned Contract;

     

    (v)           
      any Liabilities of Seller or any Affiliate in respect of any Excluded
      Assets;

     

    (vi)           any
      Liabilities of Seller or any Affiliate in respect of any lawsuits, claims,
      suits, proceedings or investigations relating to Seller or the conduct of the
      Business prior to the Closing Date;

     

    (vii)          any
      Liabilities arising out of or resulting from non-compliance by Seller or any
      Affiliate prior to the Closing Date with any Laws applicable to the Business
      or
      the Purchased Assets;

     

    (viii)         any
      Liabilities of Seller or any Affiliate under any accounts payable, whether
      or
      not relating to the Business; and

     

    (ix)           any
      Liabilities of Seller or any Affiliate to the Employees (including the
      Transferred Employees), other than Liabilities described in Section
      11.2(a)(iii).

     

    provided,
however,
      that:

     

    (A)           
      Seller shall not be required to indemnify and hold harmless under clause (i)
      of
      this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer
      Group Members unless the aggregate amount of such Losses and Expenses subject
      to
      indemnification by Seller exceeds $100,000, whereupon the Buyer Group Members
      shall be entitled to be indemnified for all such Losses and
      Expenses;

     

    (B)           
      in no event shall the aggregate amount required to be paid by Seller for
      indemnification pursuant to clause (i) of this Section 11.1(a) exceed: (1)
      20% of the Purchase Price with respect to any representations and
      warranties

     


    
      
        
        

      

      
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    other
      than those set forth in Sections 5.1. 5.2. 5.5, 5.6 and 5.11 (the “Excluded Seller
      Representations”) or (2) 100% of the Purchase Price with respect to all
      representations and warranties of the Seller contained in Article V;
      and

     

    (C)           
      no breach by Seller of any representation, warranty, covenant or agreement
      in
      this Agreement shall be deemed to be a breach of this Agreement for any purpose
      hereunder, and neither Buyer nor any Affiliate of Buyer shall have any claim
      or
      recourse against Seller or its directors, officers, employees, Affiliates,
      controlling persons, agents, advisors or representatives with respect to such
      breach, if Buyer or any Affiliate of Buyer had, prior to the execution of this
      Agreement, actual knowledge of such breach.

     

    (b)           
      The indemnification provided for pursuant to clause (i) of Section 11.1(a)
      shall terminate six (6) months after the Closing Date (and no claims shall
      be
      made by any Buyer Group Member under clause (i) of Section 11.1(a)
      thereafter), except that the indemnification by Seller shall continue as
      to:

     

    (i)           
       the Excluded Seller Representations, as to which no time limitation shall
      apply;

     

    (ii)           
      the representations and warranties set forth in Section 5.3, as to which
      the indemnification provided for pursuant to clause (i) of this Section 11.1
      shall terminate upon the expiration of the applicable statutes of limitations
      with respect to Taxes (taking into account any extensions or waivers thereof);
      and

     

    (iii)           any
      Loss or Expense of which any Buyer Group Member has notified Seller in
      accordance with the requirements of Section 11.3 on or prior to the date
      such indemnification would otherwise terminate in accordance with this
      Section 11.1(b), as to which the obligation of Seller shall continue until
      the liability of Seller shall have been determined pursuant to this Article
      XI,
      and Seller shall have reimbursed all Buyer Group Members for the full amount
      of
      such Loss and Expense in accordance with this Article XI.

     

    11.2.          Indemnification
      by Parent.

     

    (a)           
      Parent agrees to indemnify and hold harmless each Seller Group Member from
      and
      against any and all Losses and Expenses incurred by such Seller Group Member
      in
      connection with or arising from:

     

    (i)       
           any breach of any warranty or representation of Buyer
      contained herein;

     

    (ii)           
      any breach by Buyer of any of its covenants or agreements contained
      herein;

     

    (iii)           any
      Liabilities relating to the employment of the Transferred Employees by Buyer
      following the Closing Date, including all compensation, benefits, severance,
      workers compensation and welfare benefit claims and employment-related
      liabilities;

     


    
      
        
        

      

      
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    (iv)           any
      Assumed Liabilities;

     

    (v)           
      the operation of the Buyer’s business, including the use of the Purchased Assets
      in the operation thereof, after the Closing Date.

     

    provided,
however,
      that:

     

    (A)           
      Parent shall not be required to indemnify and hold harmless under clause (i)
      of
      this Section 11.2(a) with respect to Losses and Expenses incurred by Seller
      Group Members unless the aggregate amount of such Losses and Expenses subject
      to
      indemnification by Parent exceeds $100,000, whereupon the Seller Group Members
      shall be entitled to be indemnified for all such Losses and
      Expenses;

     

    (B)           
      in no event shall the aggregate amount required to be paid by Parent pursuant
      to
      clause (i) of this Section 11.2(a) exceed 20% of the Purchase
      Price.

     

    (b)           
      The indemnification provided for pursuant to clause (i) of Section 11.2(a)
      shall terminate six (6) months after the Closing Date (and no claims shall
      be
      made by Seller under Section 11.2(a) thereafter), except that the
      indemnification by Buyer shall continue as to:

     

    (i)    
              the representations and warranties
      set forth in Sections 6.1, 6.2 and 6.3, as to which no time limitation
      shall apply;

     

    (ii)           
      any Loss or Expense of which Seller has notified Buyer in accordance with the
      requirements of Section 11.3 on or prior to the date such indemnification
      would otherwise terminate in accordance with this Section 11.2(b), as to
      which the obligation of Buyer shall continue until the liability of Buyer shall
      have been determined pursuant to this Article XI, and Buyer shall have
      reimbursed all Seller Group Members for the full amount of such Loss and Expense
      in accordance with this Article XI.

     

    11.3.          Notice
      of
      Claims.

     

    (a)           
      Any Buyer Group Member or Seller Group Member (the “Indemnified Party”)
      seeking indemnification hereunder shall give to the party obligated to provide
      indemnification to such Indemnified Party (the “Indemnitor”) a
      written notice (a “Claim Notice”)
      describing in reasonable detail the facts giving rise to any claim for
      indemnification hereunder and shall include in such Claim Notice (if then known)
      the amount or the method of computation of the amount of such claim, and a
      reference to the provision of this Agreement upon which such claim is based;
      provided that a
      Claim Notice in respect of any pending or threatened action at law or suit
      in
      equity by or against a third Person as to which indemnification will be sought
      (each such action or suit being a “Third Person Claim”)
      shall be given promptly, but in no event more than ten (10) Business Days
      following such Indemnified Party’s receipt of such Third Person Claim; provided, further,
      that failure
      to give such notice within such ten (10) Business Day period shall not relieve
      the Indemnitor of its obligations hereunder except to the extent it shall have
      been prejudiced by such failure.  The Indemnitor shall have twenty
      (20) Business Days

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    from
      receipt of the Claim Notice (the “Notice Period”) to
      notify the Indemnified Party whether or not it desires to defend the Indemnified
      Party against such Third Person Claim.

     

    (b)           
      In calculating any Loss or Expense, such Loss or Expense shall be
      (i) reduced by any insurance recovery payable in respect thereof (and no
      right of subrogation shall accrue hereunder to any insurer); and (ii) reduced
      by
      any indemnity, contribution or other similar recovery payable to the Indemnified
      Party (other than pursuant to this Agreement) with respect to such Loss or
      Expense.

     

    11.4.          Third
      Person Claims.

     

    (a)           
      If the Indemnitor fails to notify the Indemnified Party by the expiration of
      the
      Notice Period that it desires to defend the Indemnified Party against any Third
      Person Claim, then the Indemnitor shall not have the right to assume the defense
      of such Third Person Claim. In such event, the Indemnified Party shall have
      the
      right to conduct and control, through counsel of its choosing, the defense
      of
      any Third Person Claim against such Indemnified Party as to which
      indemnification will be sought by any Indemnified Party from any Indemnitor
      hereunder, and in any such case the Indemnitor shall cooperate in connection
      therewith and shall provide access to employees and such records, information
      and testimony and attend such conferences, discovery proceedings, hearings,
      trials and appeals as may be reasonably requested by the Indemnified Party
      in
      connection therewith; provided,
      that:

     

    (i)     
             the Indemnitor may participate, through
      counsel chosen by it and at its own expense, in the defense of any such Third
      Person Claim as to which the Indemnified Party has so elected to conduct and
      control the defense thereof; and

     

    (ii)           
      the Indemnified Party shall not, without the written consent of the Indemnitor
      (which consent shall not be unreasonably withheld), pay, compromise or settle
      any such Third Person Claim.

     

    Notwithstanding
      the foregoing, the Indemnified Party shall have the right to pay, settle or
      compromise any such Third Person Claim without such consent, provided, that in
      such event the Indemnified Party shall waive any right to indemnity therefor
      hereunder.

     

    (b)           
      Subject to Section 11.4(a), if the Indemnitor notifies the Indemnified
      Party by the expiration of the Notice Period that it desires to defend the
      Indemnified Party against any Third Person Claim, then the Indemnitor shall
      have
      the right to conduct and control, through counsel of its choosing, the defense,
      compromise or settlement of any such Third Person Claim against such Indemnified
      Party as to which indemnification will be sought by any Indemnified Party from
      any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in
      writing that, if the same is adversely determined, the Indemnitor has an
      obligation to provide indemnification to the Indemnified Party in respect of
      the
      full amount thereof, and in any such case the Indemnified Party shall cooperate
      in connection therewith and shall provide access to employees and such records,
      information and testimony and attend such conferences, discovery proceedings,
      hearings, trials and appeals as may be reasonably requested by the Indemnitor
      in
      connection therewith; provided, that the
      Indemnified Party may participate, through counsel chosen by it and at its
      own
      expense, in the defense of any such Third Person Claim as to which

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    the
      Indemnitor has so elected to conduct and control the defense
      thereof.   If the Indemnitor elects to direct the defense of any
      such claim or proceeding, the Indemnified Party shall not pay, or permit to
      be
      paid, any part of such Third Person Claim unless the Indemnitor consents in
      writing to such payment (which consent shall not be unreasonably withheld)
      or
      unless a final judgment from which no appeal may be taken by or on behalf of
      the
      Indemnitor is entered against the Indemnified Party for such Third Person
      Claim

     

    11.5.          Adjustment
      to Purchase Price.  For all Tax purposes, Buyer and Seller
      agree to treat (and shall cause each of their respective Affiliates to treat)
      any indemnity payment under this Agreement as an adjustment to the purchase
      price for the Purchased Assets (to the extent that there remains purchase price
      as calculated for United State federal income Tax purposes after taking into
      account any applicable prior indemnity payments), unless a final determination
      (which shall include the execution of an IRS Form 870-AD or successor form)
      provides otherwise.

     

    11.6.          Exclusive
      Remedies.  Except for remedies that cannot be waived as a
      matter of law and injunctive and provisional relief (including specific
      performance), if the Closing occurs, this Article XI shall be the exclusive
      remedy (other than equitable remedies) available to any Indemnified Party
      against any Indemnitor with regard to breaches of this
      Agreement.  Each party hereto shall take all reasonable steps to
      mitigate its Losses and Expenses upon and after becoming aware of any event
      which could reasonably be expected to give rise to any Losses and Expenses
      for
      which it intends to seek indemnification hereunder.

     

    11.7.          Survival
      of Obligations.  Except as otherwise expressly provided herein,
      all representations, warranties, covenants and obligations contained in this
      Agreement shall survive the consummation of the Transactions contemplated by
      this Agreement for the periods provided in Sections 11.1(b) and
      11.2(b).

     

    ARTICLE
      XII

     

    TERMINATION

     

    12.1.          Termination.  Anything
      contained in this Agreement to the contrary notwithstanding, this Agreement
      may
      be terminated at any time prior to the Closing Date:

     

    (a)           
      by the mutual written consent of Buyer and Seller;

     

    (b)           
      by either Buyer or Seller if:

     

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

     

    (ii)         the
      Closing shall not have occurred on or before June 30, 2008 (or such later date
      as
      may be mutually agreed to by Buyer and Seller) (the “Upset Date”); provided
      that the
      right to terminate this Agreement pursuant to this Section 12.1(b)(ii)
      shall not be

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    available
      to any party that has breached in any material respect its obligations under
      this Agreement in any manner that shall have proximately contributed to the
      failure of the Closing to occur;

     

    (c)           
      by Buyer in the event of any material breach by Seller of any of Seller’s
      agreements, covenants, representations or warranties contained herein which
      would give rise to the failure of a condition set forth in Article IX and which
      breach is not cured within twenty (20) days after receipt of notice from Buyer
      requesting such breach to be cured;

     

    (d)           
      by Seller in the event of any material breach by Buyer of any of Buyer’s
      agreements, covenants, representations or warranties contained herein which
      would give rise to the failure of a condition set forth in Article X and which
      breach is not cured within twenty (20) days after receipt of notice from Seller
      requesting such breach to be cured;

     

    12.2.          Notice
      of
      Termination.  Any party desiring to terminate this Agreement
      pursuant to Section 12.1 shall give notice of such termination to the other
      party to this Agreement.

     

    12.3.          Effect
      of
      Termination.  If this Agreement is terminated pursuant to this
      Article XII, all further obligations of the parties under this Agreement
      (other than Sections 13.1 and 13.9) shall be terminated without further
      liability of any party to the other, provided that nothing herein shall relieve
      any party from liability for its fraud or willful breach of this
      Agreement.

     

    ARTICLE
      XIII

     

    GENERAL
      PROVISIONS

     

    13.1.          Confidential
      Nature of Information.

     

    (a)           
      Each party agrees that it will, and will cause its agents and representatives
      to, treat in confidence all documents, materials and other information which
      it
      shall have obtained regarding the other party during the course of the
      negotiations leading to the consummation of the transactions contemplated hereby
      (whether obtained before or after the date of this Agreement), the investigation
      provided for herein and the preparation of this Agreement and other related
      documents (“Confidential
      Information”), and, if the transactions contemplated hereby are not
      consummated, each party will return to the other party all copies of nonpublic
      documents and materials which have been furnished in connection therewith;
provided, that each
      party shall be permitted to retain one copy of such nonpublic documents and
      materials in confidential restricted access files for disclosure only as may
      be
      required by Law or in the event a dispute arises with the other party or parties
      hereto.

     

    (b)           
      Seller further acknowledges and agrees that it will not disclose to any
      competitor of the Business any confidential or proprietary information that
      it
      or any of its Affiliates possess relating to the Business.

     

    (c)           
      No Confidential Information may be communicated by any party to any third Person
      (other than, in the case of Buyer, to its Affiliates, counsel, accountants,
      financial

     


    
      
        
        

      

      
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    advisors
      or lenders, and in the case of Seller, to its Affiliates, counsel, accountants
      or financial advisors).  No other party shall use any Confidential
      Information in any manner whatsoever except solely for the purpose of evaluating
      the proposed purchase and sale of the Purchased Assets; provided, however,
      that after
      the Closing Buyer may use or disclose any confidential information included
      in
      the Purchased Assets.  Notwithstanding the foregoing, the obligation
      of each party to treat the Confidential Information in confidence shall not
      apply to any information which (i) is or becomes available to such party from
      a
      source other than the other party, (ii) is or becomes available to the public
      other than as a result of disclosure by such party or its agents, (iii) is
      required to be disclosed under applicable law, regulation or judicial process,
      but only to the extent it must be disclosed, or (iv) such party reasonably
      deems
      necessary to disclose to obtain any of the consents or approvals contemplated
      hereby.

     

    13.2.          No
      Public
      Announcement.  Parent intends to issue a press release
      announcing the execution and delivery of this Agreement, the form of which
      has
      been approved by Seller.  Neither Parent or Buyer, on the one hand,
      nor Seller, on the other hand, shall, without the approval of the other, make
      any other press release or other public announcement concerning the Transactions
      contemplated by this Agreement, except as and to the extent that any such party
      shall be so obligated by law or the rules of any stock exchange, in which case
      the other party shall be advised and the parties shall use their best efforts
      to
      cause a mutually agreeable release or announcement to be issued.

     

    13.3.          Notices.  All
      notices or other communications required or permitted hereunder shall be in
      writing and shall be deemed given or delivered when delivered personally or
      when
      sent by facsimile or one (1) Business Day after having been dispatched by a
      nationally recognized overnight courier service addressed as
      follows:

     

    If
      to
      Parent or Buyer, to:

     

    Broadpoint
      Securities Group, Inc.

    One
      Penn
      Plaza

    42nd
      Floor

    New
      York,
      NY 10119

    Facsimile:
      (212)
      273-7191

    Attention:  General
      Counsel

     

    with
      a
      copy to:

    


    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      NY 10019

    Facsimile:
      212-839-5599

    Attention:  Duncan
      N. Darrow

    


    If
      to
      Seller, to:

    


    BNY
      Capital Markets Inc.


    
      
        
        

      

      
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    c/o
      The
      Bank of New York Mellon Corporation

    One
      Wall
      Street

    New
      York,
      NY  10286

    Facsimile:  212-635-1070

    Attention:  General
      Counsel

    


    or
      to
      such other address as such party may indicate by a notice delivered to the
      other
      party hereto.

     

    13.4.          Successors
      and Assigns.  The rights of either party under this Agreement
      shall not be assignable by such party without the written consent of the other,
      provided that
      Buyer may assign any of its rights under this Agreement to Parent or any
      wholly-owned subsidiary of Parent.  Except as otherwise provided
      herein, this Agreement shall be binding upon and inure to the benefit of the
      parties hereto and their successors and permitted assigns.  The
      successors and permitted assigns hereunder shall include, in the case of Buyer,
      any permitted assignee as well as the successors in interest to such permitted
      assignee (whether by merger, liquidation (including successive mergers or
      liquidations) or otherwise).  Nothing in this Agreement, expressed or
      implied, is intended or shall be construed to confer upon any Person other
      than
      the parties and successors and assigns permitted by this Section 13.4 any
      right, remedy or claim under or by reason of this Agreement.

     

    13.5.          Access
      to
      Records after Closing.

     

    (a)           
      For a period of seven (7) years after the Closing Date, Seller and its
      representatives shall have reasonable access to all of the books and records
      of
      the Business transferred to Buyer hereunder to the extent that such access
      may
      reasonably be required by Seller in connection with matters relating to or
      affected by the operations of the Business prior to the Closing Date. Such
      access shall be afforded by Buyer upon receipt of reasonable advance notice
      and
      during normal business hours. Seller shall be solely responsible for any costs
      or expenses incurred by it pursuant to this Section 13.5.

     

    (b)           
      For a period of seven (7) years after the Closing Date, Buyer and its
      representatives shall have reasonable access to all of the books and records
      relating to the Business which Seller or any of its Affiliates may retain after
      the Closing Date. Such access shall be afforded by Seller and its Affiliates
      upon receipt of reasonable advance notice and during normal business hours.
      Buyer shall be solely responsible for any costs and expenses incurred by it
      pursuant to this Section 13.5.

     

    (c)           
      In the event that Parent is required to include pre-Closing financial
      information regarding the Business in any of its filings with the SEC or any
      state securities commissioners after the Closing Date, Seller will reasonably
      cooperate with Buyer in preparing such financial information.

     

    13.6.          Entire
      Agreement; Amendments.  This Agreement and the Exhibits,
      Schedules and Disclosure Schedules referred to herein contain the entire
      understanding of the parties hereto with regard to the subject matter contained
      herein or therein, and supersede all prior agreements, statements or
      understandings (oral or written), including the Memorandum of

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    Understanding
      dated January 18, 2008 between Parent and Seller.  The Confidentiality
      Agreement shall expire in accordance with its terms on the Closing
      Date.  This Agreement shall not be amended, modified or supplemented
      except by a written instrument signed by an authorized representative of each
      of
      the parties hereto.

     

    13.7.          Partial
      Invalidity.  Wherever possible, each provision hereof shall be
      interpreted in such manner as to be effective and valid under applicable law,
      but in case any one or more of the provisions contained herein shall, for any
      reason, be held to be invalid, illegal or unenforceable in any respect, such
      provision shall be ineffective to the extent, but only to the extent, of such
      invalidity, illegality or unenforceability without invalidating the remainder
      of
      such invalid, illegal or unenforceable provision or provisions or any other
      provisions hereof, unless such a construction would be
      unreasonable.

     

    13.8.          Waivers.  Any
      term or provision of this Agreement may be waived, or the time for its
      performance may be extended, by the party or parties entitled to the benefit
      thereof.  Any such waiver shall be validly and sufficiently authorized
      for the purposes of this Agreement if, as to any party, it is authorized in
      writing by an authorized representative of such party.  The failure of
      any party hereto to enforce at any time any provision of this Agreement shall
      not be construed to be a waiver of such provision, nor in any way to affect
      the
      validity of this Agreement or any part hereof or the right of any party
      thereafter to enforce each and every such provision.  No waiver of any
      breach of this Agreement shall be held to constitute a waiver of any other
      or
      subsequent breach.

     

    13.9.          Expenses.  Except
      as otherwise expressly provided herein, each party hereto will pay its own
      costs
      and expenses incident to its negotiation and preparation of this Agreement
      and
      the other Transaction Documents and to its performance and compliance with
      all
      agreements and conditions contained herein or therein on its part to be
      performed or complied with, including the fees, expenses and disbursements
      of
      its counsel and accountants.

     

    13.10.        Execution
      in Counterparts.  This Agreement may be executed in one or more
      counterparts, each of which shall be considered an original instrument, but
      all
      of which shall be considered one and the same agreement, and shall become
      binding when one or more counterparts have been signed by each of the parties
      hereto and delivered to each of Seller and Buyer.  Delivery of an
      executed counterpart of a signature page to this Agreement shall be as effective
      as delivery of a manually executed counterpart of this Agreement.

     

    13.11.        Further
      Assurances.  Seller shall take all commercially reasonable
      steps and actions on or after the Closing Date as Buyer may reasonably request
      or as may otherwise be necessary to put Buyer in actual possession or control
      of
      the Purchased Assets.  In addition, from time to time following the
      Closing, each party hereto shall execute and deliver, or cause to be executed
      and delivered, to the other party such other instruments of conveyance and
      transfer as such party may reasonably request or as may be otherwise necessary
      to make effective the Transactions contemplated by this Agreement and the other
      agreements contemplated herein and to provide the other party with the intended
      benefits of this Agreement and the other agreements contemplated
      herein.

     


    
      
        
        

      

      
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    13.12.        Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the internal laws (as opposed to the conflicts of law
      provisions) of the State of New York.

     

    13.13.        Submission
      to Jurisdiction; Waiver of Jury Trial.  The parties hereto
      hereby irrevocably submit in any suit, action or proceeding arising out of
      or
      related to this Agreement or any of the Transactions contemplated hereby or
      thereby to the jurisdiction of the United States District Court for the Southern
      District of New York and the jurisdiction of any court of the State of New
      York
      located in the City of New York and waive any and all objections to jurisdiction
      that they may have under the laws of the State of New York or the United
      States.  Each of the parties hereto hereby waives trial by jury in any
      action to which they are parties involving, directly or indirectly, any matter
      in any way arising out of, related to or connected with this Agreement and
      the
      Transactions contemplated hereby.

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties hereto have caused this Agreement to be executed the day and year first
      above written.

     

    
      
        	 	BROADPOINT
                SECURITIES GROUP,
                INC.	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

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


      



    
      	 	BROADPOINT
              CAPITAL,
              INC.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

    
      	 	BNY
              CAPITAL MARKETS,
              INC.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 /s/
Ian
              Stewart	 
	 	 	Name: 
              Ian Stewart	 
	 	 	Title:   
              President	 
	 	 	 	 


    

    


     

    
      33