REGISTRATION RIGHTS AGREEMENT





 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made as of July 24, 2013 by and among Liquid Holdings
Group, Inc., a Delaware corporation (the “Company”) and the holders of Common Stock (as defined below) of
the Company listed on the signature pages hereto (such holders, together with any additional parties the Company may add from
time to time by joinder, the “Original Holders”).


 


RECITALS


 


A.The Company is currently contemplating
an underwritten initial public offering (“IPO”) of shares of its Common Stock.


 


B.The Original Holders have requested
that they be granted certain registration rights with respect to the shares of the Company’s Common Stock held by the Original
Holders as more fully set forth herein.


 


C.The Company has agreed to grant the
Original Holders certain registration rights as set forth more fully herein.


 


AGREEMENT


 


In consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section 1.1Certain Definitions.
As used in this Agreement, capitalized terms not otherwise defined herein shall have the meanings ascribed to them below:


 


“Business Day” means any
day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in The City of
New York.


 


“Common Stock” means the
common stock, par value $0.0001 per share, of the Company, and any equity securities issued or issuable in exchange for or with
respect to the Common Stock by way of a stock dividend, stock split or combination of shares or in connection with a reclassification,
recapitalization, merger, consolidation or other reorganization or otherwise.


 


“Common Stock Equivalent”
means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the
occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject),
Common Stock.


 


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


 






    	 



    	 	 



    

 


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


 


“Holder” or “Holders”
means any Original Holder and any Person who shall acquire and hold Registrable Securities in accordance with the terms of this
Agreement.


 


“Issuer Free Writing Prospectus”
means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable
Securities.


 


“Majority Participating Holders”
means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable
Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.


 


“Person” means any individual,
corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization
or other entity or any governmental or regulatory body or other agency or authority or political subdivision thereof, including
any successor, by merger or otherwise, of any of the foregoing.


 


“Registrable Securities”
means (i) shares of Common Stock held by the Original Holders as of the date hereof, (ii) shares of Common Stock issued or issuable,
directly or indirectly, in exchange for or with respect to the Common Stock referenced in clause (i) above and (iii) any other
shares of Common Stock owned or hereafter acquired by the Original Holders. Any particular Registrable Securities shall cease to
be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement,
(B) such securities shall have been or are able to be sold to the public pursuant to Rule 144 (or any successor provision) under
the Securities Act without any volume limitation or limitations on manner of sale or (C) such securities shall cease to be outstanding.


 


“Registration Expenses”
means all fees and expenses incurred in connection with the Company’s performance of or compliance with the provisions of
Article II, including: (i) all registration, listing, qualification and filing fees (including FINRA filing fees); (ii) fees
and expenses of compliance with state securities or “blue sky” laws (including counsel fees in connection with the
preparation of a blue sky and legal investment survey and FINRA filings); (iii) printing and copying expenses; (iv) messenger
and delivery expenses; (v) expenses incurred in connection with any road show; (vi) fees and disbursements of counsel
for the Company; (vii) with respect to each registration, the fees and disbursements of one counsel for the selling Holder(s)
selected by the Majority Participating Holders and reasonably acceptable to the Company; (viii) fees and disbursements of
independent public accountants, including the expenses of any audit or “cold comfort” letter, and fees and expenses
of other persons, including special experts, retained by the Company; (ix) underwriter fees, excluding discounts and commissions,
and any other expenses which are customarily borne by the issuer or seller of securities in a public equity offering; and (x) all
internal expenses of the Company (including all salaries and expenses of officers and employees performing legal or accounting
duties).


 






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“SEC” means the Securities
and Exchange Commission.


 


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


 


ARTICLE
II

REGISTRATION RIGHTS


 


Section 2.1Demand Registrations.


 


(a)
i)Subject to Section 2.1(c), at any time or from time to time after  the six month anniversary of the first date
on which the Company shall have effected the registration under the Securities Act of any shares of Common Stock, one or more Holders
shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number
of Registrable Securities that either (A) has an aggregate value of at least $20 million (based on the market price of the Common
Stock as of the date of the Demand Registration Request), (B) represents 10% or greater of the then outstanding Registrable Securities
(based on the market price of the Common Stock as of the date of the Demand Registration Request) or (C) represents all then remaining
Registrable Securities subject to this Agreement, by delivering a written request therefor to the Company specifying the number
of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof.
All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,”
the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand
for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than
10 days after receipt of a Demand Registration Request, the Company shall give written notice (a “Demand Exercise Notice”)
of such Demand Registration Request to all Holders of record of Registrable Securities.


 


(ii)The Company, subject to Sections 2.3
and 2.6, shall include in a Demand Registration (A) the Registrable Securities of the Initiating Holders and (B) the
Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to the Company within
the time limits specified below for inclusion in such registration (together with the Initiating Holders, the “Participating
Holders”). Any such request from the other Holders must be delivered to the Company within 15 days after the receipt
of the Demand Exercise Notice and must specify the number of Registrable Securities intended to be included in such registration
by such other Holders.


 


(iii)The Company, as expeditiously as
possible but subject to Section 2.1(c), shall use its commercially reasonable efforts to effect such registration under the
Securities Act of the Registrable Securities that the Company has been so requested to register for distribution in accordance
with such intended method of distribution.


 






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(b)Registrations under this Section 2.1
shall be on such appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with
the intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the
Majority Participating Holders.


 


(c)The Demand Registration rights granted
in Section 2.1(a) to the Holders are subject to the following limitations:


 


(i)the Company shall not be required
to cause a registration statement pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective within
a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities
Act;


 


(ii)if (A) in the opinion of outside
counsel to the Company, any registration of Registrable Securities would require disclosure of information not otherwise then required
by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company (the “Board”),
such disclosure is reasonably likely to adversely affect any financing, acquisition, corporate reorganization or merger or other
material transaction or event involving the Company or otherwise have a material adverse effect on the Company (a “Valid
Business Reason”) or (B) the Board determines for any reason, but in no event more than twice within any period of 365
consecutive days, that any registration of Registrable Securities would not be advisable, the Company may postpone or withdraw
a filing of a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists
(under (A) of this clause (ii)) or until the Board changes its determination (under (B) of this clause (ii)), but in no event shall
the Company avail itself of such right for more than 90 days, in the aggregate, in any period of 365 consecutive days (such period
of postponement or withdrawal under this clause (ii), the “Postponement Period”); and the Company shall
give notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason
for such postponement or withdrawal no longer exists or that the Board has changed its determination, in each case, promptly after
the occurrence thereof; and


 


(iii)the Company shall not be obligated
to effect more than five Demand Registrations in the aggregate under Section 2.1(a) for the Holders.


 


If the Company shall give any notice of
postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not register any
equity security of the Company during the period of postponement or withdrawal. Each Holder of Registrable Securities agrees that,
upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to
clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement.
If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i), the
Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company
shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement
and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give
any notice of withdrawal or postponement of a registration statement, at such time as the Valid Business Reason that caused such
withdrawal or postponement no longer exists or the Board changes its determination (but in no event more than 90 days after the
date of the postponement or withdrawal), the Company shall use its commercially reasonable efforts to effect the registration under
the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with
this Section 2.1.


 






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(d)The Company, subject to Sections 2.3
and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but
unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common
Stock that are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company
that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional
Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it
is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Participating
Holders.


 


(e)Subject to the terms of any underwritten
offering, a Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the
Company shall cease all efforts to secure registration and such registration nonetheless shall be deemed a Demand Registration
for purposes of this Section 2.1 unless (i) the withdrawal is made following withdrawal or postponement of such registration
by the Company pursuant to (A) a Valid Business Reason or (B) a determination by the Board, in either case as contemplated by Section 2.1(c)
or (ii) the Holders who requested such registration shall have paid or reimbursed the Company for all of the reasonable out-of-pocket
fees and expenses incurred by the Company in connection with the withdrawn registration.


 


(f)A Demand Registration shall not be
deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become
effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities
covered by such Registration Statement have been sold or withdrawn, or, if such Registration Statement relates to an underwritten
offering, such longer period as, in the opinion of counsel for the underwriter(s), is required by law for delivery of a prospectus
in connection with the sale of Registrable Securities by an underwriter or dealer, (ii) if, after the registration statement
with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the
SEC or other governmental agency or court for any reason, (iii) if it is withdrawn by the Company pursuant to (A) a Valid
Business Reason or (B) a determination by the Board, in either case as contemplated by Section 2.1(c) or (iv) if the
conditions to closing to be performed by the Company, its counsel or its independent public accountants specified in the purchase
agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely
by reason of some act or omission of the Participating Holders.


 






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(g)In connection with any Demand Registration
in which the Company participates by demanding registration of authorized but unissued Common Stock or of Common Stock held by
the Company as treasury shares, the Company shall designate the lead managing underwriter in connection with such registration
and each other managing underwriter for such registration. In connection with any Demand Registration in which the Company does
not so participate, the Majority Participating Holders shall designate the lead managing underwriter in connection with such registration
and each other managing underwriter for such registration, provided that each such underwriter is reasonably satisfactory
to the Company.


 


Section 2.2Piggyback Registrations.


 


(a)If, at any time or from time to time
after the six month anniversary of the first date on which the Company shall have effected the registration under the Securities
Act of any shares of Common Stock, the Company proposes or is required to register any shares of its Common Stock under the Securities
Act (other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection
with an employee benefit plan or dividend reinvestment plan, (ii) registrations relating to the acquisition or merger by the Company
or any of its subsidiaries of or with any other businesses, (iii) any corporate reorganization or other transaction registered
on Form S-4 or a successor form or (iv) a Demand Registration under Section 2.1) on a registration statement on Form S-1
or Form S-3 or an equivalent general registration form then in effect, whether or not for its own account, the Company shall
give prompt written notice of its intention to do so to each Holder of record of Registrable Securities. Upon the written request
of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum
number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the
Company, subject to Sections 2.2(b), 2.3 and 2.6, shall use commercially reasonable efforts to cause all such Registrable
Securities to be included in the registration statement with the securities that the Company at the time proposes to register to
permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable
Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve
the Company of its obligations to effect Demand Registrations under Section 2.1.


 


(b)If, at any time after giving written
notice of its intention to register any shares of its Common Stock and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration
of such Common Stock, the Company will give written notice of such determination to each Holder of record of Registrable Securities
and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities
in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and
(ii) in the case of a determination to delay such registration of its Common Stock, shall be permitted to delay the registration
of such Registrable Securities for the same period as the delay in registering such other shares of its Common Stock.


 






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(c)Any Holder shall have the right to
withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2
by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of
the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal
shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities
in the registration statement as to which such withdrawal was made.


 


Section 2.3Priority in Registrations.


 


(a)If any requested registration made
pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “Manager”)
shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Holders
of Registrable Securities or any other persons, including those shares of Common Stock requested by the Company to be included
in such registration, exceeds the largest number (the “Section 2.3(a) Sale Number”) that can be sold in
an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use
commercially reasonable efforts to include in such registration:


 


(i)first, all Registrable Securities
requested to be included in such registration by the Holders thereof; provided, however, that, if the number of such
Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the
Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting
that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each
such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion;


 


(ii)second, to the extent that the number
of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale
Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all Holders requesting
that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”),
based on the aggregate number of Piggyback Shares then owned by each Holder requesting inclusion in relation to the aggregate number
of Piggyback Shares owned by all Holders requesting inclusion, up to the Section 2.3(a) Sale Number; and


 


(iii)third, to the extent that the number
of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a)
Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a) Sale Number.


 


If, as a result of the proration provisions
of this Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities in a registration that such
Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such registration
or may reduce the number requested to be included; provided, however, that (A) such request must be made in
writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect
to such registration and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no
longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.


 






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(b)If any registration pursuant to Section 2.2
involves an underwritten offering that was proposed by the Company and the Manager shall advise the Company that, in its view,
the number of securities requested to be included in such registration exceeds the number (the “Section 2.3(b) Sale
Number”) that can be sold in an orderly manner in such registration within a proposed price range acceptable to the Company,
the Company shall include in such registration:


 


(i)first, all Common Stock that the
Company proposes to register for its own account; and


 


(ii)second, to the extent that the number
of securities to be included pursuant to clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale
Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting
that Registrable Securities or Piggyback Shares be included in such registration pursuant to the exercise of piggyback rights pursuant
to Section 2.2 of this Agreement or Additional Piggyback Rights, based on the aggregate number of Registrable Securities and
Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Registrable Securities and
Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(b) Sale Number.


 


(c)If any registration pursuant to Section 2.2
involves an underwritten offering that was proposed by Holders of securities of the Company that have the right to require such
registration pursuant to an agreement entered into by the Company in accordance with Section 3.3 (“Additional Demand
Rights”) and the Manager shall advise the Company that, in its view, the number of securities requested to be included
in such registration exceeds the number (the “Section 2.3(c) Sale Number”) that can be sold in an orderly
manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:


 


(i)first, all securities requested to
be included in such registration by the holders of Additional Demand Rights (“Additional Registrable Securities”);
provided, however, that, if the number of such Additional Registrable Securities exceeds the Section 2.3(c)
Sale Number, the number of such Additional Registrable Securities (not to exceed the Section 2.3(c) Sale Number) to be included
in such registration shall be allocated on a pro rata basis among all holders of Additional Registrable Securities requesting that
Additional Registrable Securities be included in such registration, based on the number of Additional Registrable Securities then
owned by each such holder requesting inclusion in relation to the number of Additional Registrable Securities owned by all of such
holders requesting inclusion;


 






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(ii)second, to the extent that the number
of securities to be included pursuant to clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale
Number, any Common Stock that the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number;
and


 


(iii)third, to the extent that the number
of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c)
Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders
requesting that Registrable Securities or Piggyback Shares be included in such registration pursuant to the exercise of piggyback
rights pursuant to Section 2.2 or Additional Piggyback Rights, based on the aggregate number of Registrable Securities and
Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Registrable Securities and
Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(c) Sale Number.


 


Section 2.4Registration Procedures.
Whenever the Company is required by the provisions of this Agreement to use commercially reasonable efforts to effect or cause
the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company as expeditiously
as possible:


 


(a)shall prepare and file with the SEC
the requisite registration statement, which shall comply as to form in all material respects with the requirements of the applicable
form and shall include all financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts
to cause such registration statement to become and remain effective (provided, however, that before filing a registration
statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of
any jurisdiction, or any Issuer Free Writing Prospectus related thereto, the Company will furnish to one counsel for the Holders
participating in the planned offering (selected by the Majority Participating Holders, in the case of a registration pursuant to
Section 2.1, and selected by the lead managing underwriter, in the case of a registration pursuant to Section 2.2) and
the lead managing underwriter, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which
documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration
statement or amendment thereto, any prospectus or supplement thereto or any Issuer Free Writing Prospectus related thereto to which
the holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall
reasonably object);


 


(b)shall prepare and file with the SEC
such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for such period as any seller of Registrable Securities pursuant to such registration
statement shall reasonably request and to comply with the provisions of the Securities Act with respect to the sale or other disposition
of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by
the seller or sellers thereof set forth in such registration statement;


 






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(c)shall furnish, without charge, to each
seller of such Registrable Securities and each underwriter, if any, of the securities covered by such registration statement such
number of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement,
each preliminary prospectus and each Issuer Free Writing Prospectus utilized in connection therewith, all in conformity with the
requirements of the Securities Act, and such other documents as such seller and underwriter reasonably may request in order to
facilitate the public sale or other disposition of the Registrable Securities owned by such seller, and shall consent to the use
in accordance with all applicable law of each such registration statement, each amendment thereto, each such prospectus, preliminary
prospectus or Issuer Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by such registration statement or prospectus;


 


(d)shall use commercially reasonable efforts
to register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue
sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, reasonably
shall request, and do any and all other acts and things that may be reasonably necessary or advisable to enable such sellers or
underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions, except that in no event
shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements
of this Section 2.4(d), it would not be required to be so qualified, to subject itself to taxation in any such jurisdiction
or to consent to general service of process in any such jurisdiction;


 


(e)shall promptly notify each Holder selling
Registrable Securities covered by such registration statement and each managing underwriter, if any:


 


(i)when the registration statement,
any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration
statement or any Issuer Free Writing Prospectus has been filed and, with respect to the registration statement or any post-effective
amendment, when the same has become effective;


 


(ii)of any request by the SEC or state
securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional
information;


 


(iii)of the issuance by the SEC of any
stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose;


 


(iv)of the receipt by the Company of
any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities
or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose;


 






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(v)of the existence of any fact of which
the Company becomes aware which results in the registration statement, the prospectus related thereto, any document incorporated
therein by reference, any Issuer Free Writing Prospectus or the information conveyed to any purchaser at the time of sale to such
purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein
or necessary to make any statement therein not misleading; and


 


(vi)if at any time the representations
and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the
offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in
clause (v), the Company, subject to the provisions of Section 2.1(c), promptly shall prepare and file with the SEC, and
furnish to each seller and each underwriter, if any, a reasonable number of copies of, a prospectus supplemented or amended so
that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in
the light of the circumstances under which they were made not misleading;


 


(f)shall comply with all applicable rules
and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective
date of the registration statement (and in any event within 90 days after the end of such 12 month period described hereafter),
an earnings statement, which need not be audited, covering the period of at least 12 consecutive months beginning with the first
day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(g)shall use commercially reasonable efforts
to cause all Registrable Securities covered by such registration statement to be authorized to be listed on a national securities
exchange if shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering,
listed on such exchange;


 


(h)shall provide and cause to be maintained
a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective
date of such registration statement;


 


(i)shall enter into such customary agreements
(including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders shall reasonably
request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders
of the Registrable Securities that are to be distributed by any underwriters shall also be parties to any such underwriting agreement);







 


(j)shall use commercially reasonable efforts
to obtain, for the benefit of the underwriters, if any, of any registered underwritten offering of Registrable Securities, an opinion
from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants
in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters
delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter,
if any;


 






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(k)shall use commercially reasonable efforts
to obtain the withdrawal of any order suspending the effectiveness of the registration statement;


 


(l)shall provide a CUSIP number for all
Registrable Securities, not later than the effective date of the registration statement;


 


(m)shall make reasonably available its
employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable
assistance to the underwriters, taking into account the needs of the Company’s businesses and the requirements of the marketing
process, in the marketing of Registrable Securities in any underwritten offering;


 


(n)shall cooperate with the sellers of
Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates
not bearing any restrictive legends representing the Registrable Securities to be sold, and to cause such Registrable Securities
to be issued in such denominations and registered in such names in accordance with the underwriting agreement or, if not an underwritten
offering, in accordance with the instructions of the sellers of Registrable Securities;


 


(o)shall take all such other commercially
reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;


 


(p)shall not take any action which Regulation M
under the Exchange Act prohibits the Company from taking in connection with any “distribution” (as defined in Regulation
M) of Registrable Securities;


 


(q)shall cooperate with each seller of
Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with FINRA; and


 


(r)shall take all reasonable action to
ensure that any Issuer Free Writing Prospectus utilized in connection with any registration covered by Section 2.1 or 2.2
complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required
thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related
prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.


 


To the extent the Company is a well-known
seasoned issuer as defined in Rule 405 under the Securities Act (a “WKSI”) at the time any Demand Registration
Request is submitted to the Company, and such Demand Registration Request requests that the Company file an automatic shelf registration
statement as defined in Rule 405 under the Securities Act (an “automatic shelf registration statement”)
on Form S-3, the Company shall file an automatic shelf registration statement that covers those Registrable Securities that
are requested to be registered. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines
that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the shelf registration statement on Form S-3
and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which
such registration statement is required to be kept effective. Notwithstanding anything contained herein to the contrary, the Company
shall be entitled to exclude from the shelf registration statement such Registrable Securities as the Company and its securities
counsel reasonably determine (in consultation with the Majority Participating Holders and their securities counsel) is reasonably
necessary for the offering to qualify as a secondary (rather than a primary) offering pursuant to Rule 415 under the Securities
Act in response to comments from the staff of the SEC. To the extent any Registrable Securities are so excluded, the Company agrees
to use commercially reasonable efforts to register such excluded shares in accordance with Section 2.1 promptly when eligible to
do so under applicable federal securities laws, rules, regulations and policies, as the Company and its securities counsel reasonably
determine (in consultation with the Majority Participating Holders and their securities counsel).


 






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The Company may require as a condition precedent
to the Company’s obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration
is being effected furnish the Company such information in writing regarding such seller and the distribution of such Registrable
Securities as the Company from time to time reasonably may request.


 


Each seller of Registrable Securities agrees
that upon receipt of any notice from the Company under Section 2.4(e)(v), such seller will discontinue such seller’s
disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such seller’s
receipt of the copies of the supplemented or amended prospectus. In the event the Company shall give any such notice, the applicable
period set forth in Section 2.4(b) shall be extended by the number of days during such period from and including the date
of the giving of such notice to and including the date when each seller of any Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or amended prospectus.


 


Section 2.5Registration Expenses.


 


(a)The Company shall pay all Registration
Expenses (i) with respect to any Demand Registration whether or not it becomes effective or remains effective for the period
contemplated by Section 2.4(b) and (ii) with respect to any registration effected under Section 2.2.


 


(b)Notwithstanding the foregoing, (i) the
provisions of this Section 2.5 shall be deemed amended to the extent necessary to cause these expense provisions to comply
with “blue sky” laws of each state in which the offering is made, (ii) in connection with any registration hereunder,
each Holder of Registrable Securities being registered shall pay all underwriting discounts and commissions and any transfer taxes,
if any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions
in accordance with the number of shares sold in the offering by such Holder and (iii) the Company shall, in the case of all
registrations under this Article II, be responsible for all its internal expenses.


 






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Section 2.6Underwritten Offerings.


 


(a)If requested by the underwriters for
any underwritten offering by the Holders pursuant to a registration requested hereunder, the Company shall enter into a customary
underwriting agreement with the underwriters. Such underwriting agreement shall be reasonably satisfactory in form and substance
to the Company and the Majority Participating Holders and shall contain such representations and warranties by, and such other
agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Holder
participating in the offering shall be a party to such underwriting agreement. Unless otherwise reasonably required by the underwriters,
no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other
than customary representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities
and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting
agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount
equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration.


 


(b)In the case of a registration pursuant
to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, any
Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Unless otherwise reasonably
required by the underwriters, no Holder shall be required to make any representations or warranties to or agreements with the Company
or the underwriters other than customary representations, warranties or agreements regarding such Holder, its ownership of and
title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter
or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and
warranties and shall be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives
from such registration.


 


(c)In the case of any registration under
Section 2.1 pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company
has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such registration
shall be subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell
such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.6, completes
and executes all reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must
be executed in connection therewith, and provides such other information to the Company or the underwriter as may be necessary
to register such Person’s securities.


 






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Section 2.7Holdback Agreements.


 


(a)Each seller of Registrable Securities
agrees, to the extent requested in writing by a managing underwriter, if any, of any registration effected hereunder, not to sell,
transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any
other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of
the Company other than as part of such underwritten public offering during the time period reasonably requested by the managing
underwriter, not to exceed 90 days.


 


(b)Each Holder of Registrable Securities
will, in connection with a public offering of the Company’s equity securities undertaken within a year of the IPO (whether
for the Company’s account or for the account of any Holder or Holders, or both), upon the request of the Company or of the
underwriters managing any underwritten offering of the Company’s securities, agree in writing not to effect any sale, disposition
or distribution of Registrable Securities (other than those included in the public offering) without the prior written consent
of the managing underwriter for such period of time commencing seven (7) days before and ending ninety (90) days (or such earlier
date as the managing underwriter shall agree) after the effective date of such registration; provided that all directors
and officers of the Company, holders of more than 5% of the Registrable Securities and all other Persons with registration rights
with respect to the Company’s Securities (whether or not pursuant to this Agreement) holding more than 5% of the Registrable
Securities shall enter into agreements similar to those contained in this Section 2.7 (without regard to this proviso).


 


Section 2.8No Required Sale.


 


(a)Nothing in this Agreement shall be
deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective
registration statement.


 


Section 2.9Indemnification.


 


(a)In the event of any registration of
any securities of the Company under the Securities Act pursuant to this Article II, the Company will, and hereby agrees to,
indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities, its directors, officers,
employees, agents, affiliates, general and limited partners and stockholders (and the directors, officers, employees and stockholders
thereof) (excluding any Holder and the directors, officers, employees and stockholders thereof with respect to information that
is subject to indemnification by such Holder pursuant to Section 2.9(b)), each broker, underwriter or other Person acting on behalf
of such Holder and each other Person, if any, who controls such Holder within the meaning of the Securities Act, from and against
any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened)
and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent,
which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the
Securities Act or otherwise in respect thereof (collectively, “Losses”), insofar as such Losses arise out of
or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement
under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement
or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement
thereto, together with the documents incorporated by reference therein, or any Issuer Free Writing Prospectus utilized in connection
therewith, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, and the Company will reimburse any such indemnified
party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such Loss as such expenses are incurred; provided, however, that the Company shall not be liable to any such
indemnified party in any such case to the extent such Loss arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact made in such registration statement or amendment
thereof or supplement thereto or in any such prospectus or any preliminary, final or summary prospectus or Issuer Free Writing
Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such indemnified
party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless
of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.


 






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(b)Each Holder of Registrable Securities
that are included in the securities as to which any registration under Section 2.1 or 2.2 is being effected shall, severally
and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this
Section 2.9) to the extent permitted by law the Company, its officers and directors, each Person controlling the Company within
the meaning of the Securities Act and all other Holders, prospective underwriters and their respective directors, officers, employees,
agents, affiliates, general and limited partners and stockholders and respective controlling Persons with respect to any untrue
statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such
registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto,
or any Issuer Free Writing Prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged
omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by
or on behalf of such Holder specifically for use therein and reimburse such indemnified party for any legal or other expenses reasonably
incurred in connection with investigating or defending any such Loss as such expenses are incurred; provided, however,
that the aggregate amount that any such Holder shall be required to pay pursuant to this Section 2.9(b) and Sections 2.9(c),
(e) and (f) shall in no case be greater than the amount of the proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the registration statement giving rise to such claim (net of underwriting discounts and commissions). Such
indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf
of such indemnified party and shall survive the transfer of such securities by such Holder.


 






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(c)Any Person entitled to indemnification
under this Agreement promptly shall notify the indemnifying party in writing of the commencement of any action or proceeding with
respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure of any such Person
to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.9,
except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from
any liability that it may have to any such Person otherwise than under this Article II. In case any action or proceeding is
brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict
of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof
jointly with any other indemnifying party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying
party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if
the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 30 days after
receiving notice from such indemnified party, (ii) if such indemnified party who is a defendant in any action or proceeding
that is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses
available to such indemnified party that are not available to the indemnifying party or (iii) if representation of both parties
by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the
indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm
of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall
have concluded that there may be legal defenses available to such party or parties that are not available to the other indemnified
parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable
standards of professional conduct) and the indemnifying party shall be liable for any expenses therefor. Without the written consent
of the indemnified party, which consent shall not be unreasonably withheld, no indemnifying party shall effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of
which indemnification or contribution may be sought hereunder, whether or not the indemnified party is an actual or potential party
to such action or claim, unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any indemnified party.


 






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(d)If for any reason the foregoing indemnity
is unavailable or is insufficient to hold harmless an indemnified party under Section 2.9(a), (b) or (c), then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of any Loss in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand,
with respect to such offering of securities. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in
the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the
relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The
parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 2.9(d) were to be determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the preceding sentences of this Section 2.9(d). The amount paid or payable in respect of any Loss shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such Loss. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act
shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything
in this Section 2.9(d) to the contrary, no indemnifying party other than the Company shall be required pursuant to this section 2.9(d)
to contribute any amount in excess of the proceeds received by such indemnifying party from the sale of Registrable Securities
in the offering to which the losses, claims, damages or liabilities of the indemnified parties relate (net of underwriting discounts
and commissions), less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.9(b)
and (c).


 


(e)The indemnity and contribution agreements
contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have
pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted
by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.


 


(f)The indemnification and contribution
required by this Section 2.9 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 






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ARTICLE
III

GENERAL


 


Section 3.1Rule 144. The
Company covenants that it will take such action as may be reasonably necessary or as any Holder of Registrable Securities reasonably
may request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the
request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has
complied with the requirements applicable to the Company in order for sales of Registrable Securities to be made pursuant to Rule
144.


 


Section 3.2Nominees for Beneficial
Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may,
at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder
or Holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares constituting
Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement; provided,
that the Company shall have received assurances reasonably satisfactory to it of such beneficial ownership.


 


Section 3.3No Inconsistent Agreements.
The rights granted to the Holders of Registrable Securities hereunder do not in any way conflict with and are not inconsistent
with any other agreements to which the Company is a party or by which it is bound. Without the prior written consent of Holders
of a majority of the then outstanding Registrable Securities, the Company will not enter into any agreement with respect to its
securities that is inconsistent with the rights granted in this Agreement or otherwise conflicts with the provisions hereof, other
than any underwriting agreement or lock-up agreement with the underwriters in connection with any underwritten registered offering
effected hereunder.


 


ARTICLE
IV

MISCELLANEOUS


 


Section 4.1Amendment and Waiver.


 


(a)Any provision of this Agreement may
be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the
Company and Holders of a majority of the then outstanding Registrable Securities or, in the case of a waiver, by the party or parties
against whom the waiver is to be effective, in an instrument specifically designated as an amendment or waiver hereto; provided,
however, that waiver by the Holders shall require the consent of Holders of a majority of the then outstanding Registrable
Securities.


 


(b)No failure or delay of any party in
exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude
any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder
are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.


 






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Section 4.2Notices. All notices
and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered
personally, or if by e-mail, upon written confirmation of receipt by e-mail, (b) on the first Business Day following the date
of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed
receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested,
postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice:


 


(i)if to any Holder, to its last known
address appearing on the books of the Company maintained for such purpose; and


 


(ii)if to the Company, to:


 


Liquid Holdings Group, Inc.

800 Third Avenue

39th Floor

New York, NY 10022

Attention: General Counsel

Facsimile: (212) 293-2472

E-mail: jibieta@liquidholdings.com


 


or such other address as the Company or the Holders shall have
specified to the other party in writing in accordance with this Section 4.2.


 


Section 4.3Interpretation. When
a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.
The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances
require. The word “including” and words of similar import when used in this Agreement will mean “including, without
limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision
in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same
meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.


 


Section 4.4Entire Agreement.
This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and
understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties
with respect to the subject matter hereof and thereof.


 






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Section 4.5No Third-Party Beneficiaries.
Except as provided in Section 2.9, nothing in this Agreement, express or implied, is intended to or shall confer upon any
Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy
of any nature under or by reason of this Agreement.


 


Section 4.6Governing Law. This
Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby
shall be governed by, and construed in accordance with, the internal laws of the State of New York.


 


Section 4.7Submission to Jurisdiction.
Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought
by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting
in the Borough of Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New
York State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid
courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding
arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence
any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court
of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein.
Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties
further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives,
and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject
to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that
(i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such
courts.


 


Section 4.8Assignment; Successors.
This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors
and assigns. If any Person shall acquire Registrable Securities from any Holder in any manner, whether by operation of law or otherwise,
such Person shall promptly notify the Company and such Registrable Securities acquired from such Holder shall be held subject to
all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be entitled to receive
the benefits of and be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement. Any such successor or assign shall agree in writing to acquire and hold the Registrable Securities acquired from such
Holder subject to all of the terms hereof. If any Holder shall acquire additional Registrable Securities, such Registrable Securities
shall be subject to all of the terms, and entitled to all of the benefits, of this Agreement.


 






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Section 4.9Enforcement. The parties
agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance
of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in any New York State or federal court sitting in the Borough of Manhattan in The City of
New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), this being
in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives
(a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement
under any law to post security as a prerequisite to obtaining equitable relief.


 


Section 4.10Severability. Whenever
possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never
been contained herein.


 


Section 4.11Waiver of Jury Trial.
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 4.12Counterparts. This
Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.


 


Section 4.13Facsimile or .pdf Signature.
This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for
all purposes.


 


Section 4.14No Presumption Against
Drafting Party. Each of the parties hereto acknowledges and agrees that any rule of law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.


 






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of this page is intentionally left blank.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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


 





	 	By:	/s/ Brian Storms	 
	 	 	Liquid Holdings Group, Inc.	 
	 	 	 	 
	 	By:	/s/ Bruce Lipnick	 
	 	 	BLT Capital Ventures, LLC	 
	 	 	 	 
	 	By:	/s/ Jay H. Bernstein	 
	 	 	Jay H. Bernstein	 
	 	 	 	 
	 	By:	/s/ Dorel Barbu	 
	 	 	Dorel Barbu	 
	 	 	 	 
	 	By:	/s/ Churchill Advisors, LLC	 
	 	 	Churchill Advisors, LLC	 
	 	 	 	 
	 	By:	/s/ Marc Cohen	 
	 	 	Marc Cohen	 
	 	 	 	 
	 	By:	/s/ Thomas R. Ross	 
	 	 	Thomas R. Ross	 
	 	 	 	 
	 	By:	/s/ Robert Okin 	 
	 	 	Robert Okin	 
	 	 	 	 
	 	By:	/s/ Darren C. Davy	 
	 	 	Darren C. Davy	 
	 	 	 	 
	 	By:	/s/ Todd A. Deutsch	 
	 	 	Todd A. Deutsch	 
	 	 	 	 
	 	By:	/s/ Joshua C. Kurzban	 
	 	 	Joshua C. Kurzban	 
	 	 	 	 



 


 



    	 



    	 



    




 


	 	By:	/s/ Nigel Kneafsey	 
	 	 	Nigel Kneafsey	 
	 	 	 	 
	 	By:	/s/ Daniel Murphy	 
	 	 	Daniel Murphy	 
	 	 	 	 
	 	By:	/s/ David Francescani	 
	 	 	David Francescani	 
	 	 	 	 
	 	By:	/s/ Douglas Von Allmen	 
	 	 	D&L Partners, L.P.	 
	 	 	 	 
	 	By:	/s/ Robert Denenberg	 
	 	 	Robert Denenberg	 
	 	 	 	 
	 	By:	/s/ Esther E. Goodman	 
	 	 	Esther E. Goodman	 
	 	 	 	 
	 	By:	/s/ Milton H. Dresner	 
	 	 	Milton H. Dresner	 
	 	 	 	 
	 	By:	/s/ Brian Ferdinand	 
	 	 	Ferdinand Holdings, LLC	 
	 	 	 	 
	 	By:	/s/ Brian Ferdinand	 
	 	 	LT World Limited LLC	 
	 	 	 	 
	 	By:	/s/ Brian Ferdinand	 
	 	 	Ferdinand Trading II LLC	 
	 	 	 	 
	 	By:	/s/ Brian Ferdinand	 
	 	 	Brian Ferdinand	 
	 	 	 	 



 


 



    	 



    	 



    




 


	 	By:	/s/ Darren C. Davy	 
	 	 	Darren C. Davy	 
	 	 	 	 
	 	By:	/s/ Jay Deutsch       	 
	 	 	Deutsch Family Investment Partnership	 
	 	 	 	 
	 	By:	/s/ Bruce H. Lipnick	 
	 	 	Bruce H. Lipnick	 
	 	 	 	 
	 	By:	/s/ Douglas J. Von Allmen	 
	 	 	NGNG, Inc.	 
	 	 	 	 
	 	By:	/s/ Victor R. Simone, Jr.	 
	 	 	Victor R. Simone, Jr.	 
	 	 	 	 
	 	By:	/s/ Alin Alexandru 	 
	 	 	Alin Alexandru	 
	 	 	 	 
	 	By:	/s/ Scott Banerjee  	 
	 	 	Scott Banerjee	 
	 	 	 	 
	 	By:	/s/ Julia L. Steurer	 
	 	
         
	Julia L. Steurer Revocable Trust dated June 7, 1999	 
	 	 	 	 
	 	By:	/s/ Kathleen E. Murphy	 
	 	 	Kathleen E. Murphy	 
	 	 	 	 
	 	By:	/s/ Samuel H. Gaer 	 
	 	 	Samuel H. Gaer	 
	 	 	 	 
	 	By:	/s/ Michael A. Tew	 
	 	 	Michael A. Tew	 
	 	 	 	 
	 	By:	/s/ Solomon Yakoby	 
	 	 	Solomon Yakoby	 
	 	 	 	 



 


 



    	 



    	 



    




 


	 	By:	/s/ Peter Kash	 
	 	 	Peter Kash	 
	 	 	 	 
	 	By:	/s/ Sandra Salas	 
	 	 	Sandra Salas	 
	 	 	 	 
	 	By:	/s/ Hunter Creek LLC	 
	 	 	Hunter Creek LLC	 
	 	 	 	 
	 	By:	/s/ Bruce H. Lipnick 	 
	 	 	Proprietary Capital Partners, LLC	 
	 	 	 	 
	 	By:	/s/ Richard Schaeffer	 
	 	 	Richard Schaeffer	 
	 	 	 	 
	 	By:	/s/ Ken A. Shewer	 
	 	 	Ken A. Shewer	 
	 	 	 	 
	 	By:	/s/ Jeff Arsenault	 
	 	 	Old Greenwich Capital Partners	 
	 	 	 	 
	 	By:	/s/ Bruce Cooper	 
	 	 	Bruce Cooper	 
	 	 	 	 
	 	By:	/s/ Eugene Cornick	 
	 	 	Eugene Cornick	 
	 	 	 	 
	 	By:	/s/ Mary T. Bergonia	 
	 	
         
	Mary T. Bergonia, Trustee of the Thomas R. Ross Irrevocable Trust dated December 20, 2012	 
	 	 	 	 
	 	By:	/s/ HP Capital Group LLC	 
	 	 	HP Capital Group LLC	 
	 	 	 	 



 






    	 



    	 



    

 


 


	 	By:	/s/ Michael Cardelfe	 
	 	 	Michael Cardelfe	 
	 	 	 	 
	 	By:	/s/ John Bloomberg	 
	 	 	John Bloomberg	 
	 	 	 	 
	 	By:	/s/ Barry Goodman	 
	 	 	Barry Goodman	 
	 	 	 	 
	 	By:	/s/ Calin Sandru	 
	 	 	Calin Sandru	 
	 	 	 	 
	 	By:	/s/ Aurelian Plus, LLC	 
	 	 	Aurelian Plus, LLC	 
	 	 	 	 
	 	By:	/s/ Dennis Suskind	 
	 	 	Dennis Suskind	 
	 	 	 	 
	 	By:	/s/ Naomi Ruzsilla	 
	 	 	Naomi Ruzsilla	 
	 	 	 	 
	 	By:	/s/ David Von Allmen	 
	 	 	David Von Allmen	 
	 	 	 	 
	 	By:	/s/ Douglas J. Von Allmen	 
	 	 	Von Allmen Partners, LP	 
	 	 	 	 
	 	By:	/s/ Unqua Capital Management Inc.	 
	 	 	Unqua Capital Management Inc.	 
	 	 	 	 
	 	By:	/s/ Leonard Toberoff	 
	 	 	Leonard Toberoff	 
	 	 	 	 



 


 



    	 



    	 



    

 





	 	By:	/s/ Richard Thompson	 
	 	 	Richard Thompson	 
	 	 	 	 
	 	By:	/s/ Ioan Tandau	 
	 	 	Ioan Tandau	 
	 	 	 	 
	 	By:	/s/ Nathan Gorin	 
	 	 	Nathan Gorin	 
	 	 	 	 
	 	By:	/s/ Brian M. Storms	 
	 	 	Brian M. Storms