Consent of Majority Investor Holders and Majority Management Holders



 Exhibit 10.2 
 CONSENT OF MAJORITY INVESTOR HOLDERS 
 AND MAJORITY MANAGEMENT HOLDERS

 To Termination of Registration Rights Agreement 

This Consent of Majority Investor Holders and Majority Management Holders to Termination of Registration Rights Agreement (this
“Agreement”) is made and entered into effective as of January 4, 2011, by and between Hudson Holding Corporation, a Delaware corporation (the “Company”), and the undersigned signatories hereto
(collectively, the “Investors”), who are parties to the Registration Rights Agreement, dated as of October 14, 2009 (the “Registration Rights Agreement”), among the Investors, the Company, and
certain other holders of shares of the Company’s common stock. 
 WHEREAS, the Company is considering a proposal from
Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Parent”), for the acquisition of the Company, pursuant to which the Company would merge with and into a subsidiary of Parent, with the subsidiary of
Parent surviving the transaction (the “Merger”); and 
 WHEREAS, the undersigned Investors constitute
the Majority Investor Holders and the Majority Management Holders, as such terms are defined in the Registration Rights Agreement; and 
 WHEREAS, in furtherance of the Merger, the Investors and the Company believe that it is in their best interests to terminate the Registration Rights Agreement, as prescribed below, upon closing of the
Merger. 
 NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Company and the Investors hereby agree as follows: 
 1. Termination of Registration Rights Agreement. The Registration Rights Agreement is hereby terminated effective upon the Effective Time (as defined in the Agreement and Plan of Merger, dated
January 4, 2011, which has been entered into between the Company and Parent concerning the Merger). 
 2. Governing
Law. This Agreement shall be governed and construed under the laws of the State of New York, without reference to its choice of law or conflict of law rules. 
 3. Assignment. This Agreement will obligate and benefit the parties and their respective successors and assigns. This Agreement and rights under this Agreement may be assigned to Parent by the
Company, without the prior written consent of any other party. No party other than the Company may assign this Agreement, or any rights under this Agreement without the prior written consent of the other parties, which each of the other parties may
withhold in its or his reasonable discretion. 
 4. Miscellaneous. This Agreement contains the complete and exclusive
statement of the agreement of the parties and supersedes all prior agreements and communications, whether oral or in writing, between the parties with respect to the subject matter of this Agreement. No amendment or modification of this Agreement
will be effective unless made in a writing signed on behalf of both the Investor and the Company. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of such counterparts
shall together constitute one and the same instrument. 
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D-10_20110110-3180-322DEFC3 







 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the date first written above. 
  

					
	SEAPORT HUDSON LLC
		
	By:	 	 /s/ Jonathan Silverman

		 	Name:	 	Jonathan Silverman
		 	Title:	 	General Counsel
	
	 /s/ Ken Pasternak

	KEN PASTERNAK
	
	 /s/ Anthony M. Sanfilippo

	ANTHONY M. SANFILIPPO
	
	 /s/ Ajay Sareen

	AJAY SAREEN
	
	HUDSON HOLDING CORPORATION
		
	By:	 	 /s/ Tony Sanfilippo

		 	Name:	 	Tony Sanfilippo
		 	Title:	 	Chief Executive Officer


 Signature
Page to Agreement to Terminate Registration Rights Agreement