efc7-2685_ex103.htm


    EXHIBIT
      10.3

     

    FIG
      ACQUISITION CORP.

     

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (the “Agreement”) is
      made as of the 12th day of December, 2007 by and between FIG ACQUISITION
      CORP., a Delaware corporation (the “Company”),
      and KBW, INC.
      (“Purchaser”).

     

    WHEREAS,
      the Company desires to issue, and Purchaser desires to acquire, capital stock
      of
      the Company as herein described, on the terms and conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE, IT IS AGREED between the parties as follows:

     

    1.           Purchase
      and Sale of Units.  Purchaser hereby agrees to purchase from the
      Company, and the Company hereby agrees to sell to Purchaser, an aggregate of
      seven million one hundred eighty seven thousand five hundred (7,187,500) of
      the
      Company’s units, each unit consisting of one share of the Company’s common
      stock, par value $.0001 per share (the “Common Stock”),
      and one warrant exercisable to purchase one share of Common Stock at an exercise
      price of $7.50 (the “Units”), for an aggregate purchase
      price of twenty five thousand dollars ($25,000.00).  The closing
      hereunder, including payment for and delivery of the Units, shall occur at
      the
      offices of the Company immediately following the execution of this Agreement,
      or
      at such other time and place as the parties may mutually agree.

     

    2.           Limitations
      on Transfer.  Purchaser shall not assign, hypothecate, donate,
      encumber or otherwise dispose of any interest in the Units except in compliance
      with applicable securities laws.

     

    3.           Restrictive
      Legends.  All certificates representing the Units shall have
      endorsed thereon legends in substantially the following forms (in addition
      to
      any other legend which may be required by other agreements between the parties
      hereto):

     

    (a)           “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED.  NO TRANSFER, SALE OR OTHER
      DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS A REGISTRATION STATEMENT
      WITH
      RESPECT TO THESE SECURITIES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY
      HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
      SUCH REGISTRATION IS NOT REQUIRED.  THESE SECURITIES ARE ALSO SUBJECT
      TO FORFEITURE AND ADDITIONAL RESTRICTIONS.”

     

    
                    
        (b)           Any legend
        required by appropriate blue sky officials.

       

                    
        4.           Investment
        Representations.  In connection with the purchase of the Stock,
        Purchaser represents to the Company the following:

       

                    
        (a)           Purchaser
        is aware of the Company’s business affairs and financial condition and has
        acquired sufficient information about the Company to reach an informed and
        knowledgeable decision to acquire the Stock. Purchaser is purchasing the
        Stock
        for investment for Purchaser’s own account only and not with a view to, or for
        resale in connection with, any “distribution” thereof within the meaning of the
        Securities Act of 1933, as amended (the
“Act”).

       

    

    (b)           Purchaser
      understands that the Units have not been registered under the Act by reason
      of a
      specific exemption therefrom, which exemption depends upon, among other things,
      the bona fide nature of Purchaser’s investment intent as expressed
      herein.

     

    (c)           Purchaser
      further acknowledges and understands that the Units must be held indefinitely
      unless the Units are subsequently registered under the Act or an exemption
      from
      such registration is available.  Purchaser understands that the
      certificate evidencing the Units will 

     

     

     

    SUBSCRIPTION
      AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    be
      imprinted with a legend which prohibits the transfer of the Units unless the
      Units are registered or such registration is not required in the opinion of
      counsel for the Company.

     

    (d)           Purchaser
      is familiar with the provisions of Rule 144 under the Act (as in effect from
      time to time, “Rule 144”), which, in substance, permits
      limited public resale of “restricted securities” acquired, directly or
      indirectly, from the issuer thereof (or from an affiliate of such issuer),
      in a
      non-public offering subject to the satisfaction of certain
      conditions.  Unless the Company registers the Units under the Act, the
      Units may be resold by Purchaser only in certain limited circumstances subject
      to the provisions of Rule 144, which requires, among other things: (i) the
      availability of certain public information about the Company and (ii) the resale
      occurring following the required holding period under Rule 144 after Purchaser
      has purchased, and made full payment of (within the meaning of Rule 144), the
      securities to be sold.

     

    (e)           Purchaser
      further understands that, at the time Purchaser wishes to sell the Units, there
      may be no public market upon which to make such a sale, and that, even if such
      a
      public market then exists, the Company may not be satisfying the current public
      information requirements of Rule 144, and that, in such event, Purchaser would
      be precluded from selling the Units under Rule 144 even if the minimum holding
      period requirement had been satisfied.  Notwithstanding Section 4(d)
      and this Section 4(e) hereof, Purchaser understands that, under current
      interpretations, Purchaser may be considered a promoter of the Company and
      understands that it is the position of the Securities and Exchange Commission
      (“SEC”) that promoters or affiliates of a blank check
      company and their transferees, both before and after a business combination,
      would act as an “underwriter” under the Act when reselling the securities of a
      blank check company.  Accordingly, the SEC believes that those
      securities can be resold only through a registered offering and that Rule 144
      would not be available for those resale transactions despite technical
      compliance with the requirements of Rule 144.

     

    (f)           Purchaser
      represents that Purchaser is an “accredited investor” as that term is defined in
      Rule 501 of Regulation D promulgated by the SEC under the Act.

     

     5.           Adjustment
      of Units.

     

    (a)           If
      the underwriters do not exercise the over-allotment option proposed to be
      granted to them by the Company with respect to the initial public offering
      of
      the Company’s Units, the Purchaser and any permitted transferees agree to
      forfeit to the Company a number of Units necessary to ensure that the aggregate
      amount of Units held by the Purchaser and any permitted transferees does not
      exceed 20% of the issued and outstanding Units of the Company upon consummation
      of the initial public offering.  The Purchaser and any permitted
      transferees agree to take any and all action reasonably requested by the Company
      necessary to effect any adjustment pursuant to this Section 5(a).  The
      Company will not make any cash payment to the Purchaser or any permitted
      transferees in respect of any such adjustments.

     

    (b)           If
      the number of Units offered to the public in connection with the initial public
      offering is increased or decreased, the Purchaser and any permitted transferees
      agree with the Company and the Company hereby agrees with the Purchaser and
      any
      permitted transferees that the amount of Units (including Units subject to
      forfeiture) will be adjusted in the same proportion as the increase or decrease
      of the Units offered to the public in order to ensure that the aggregate amount
      of Units held by Purchaser and any permitted transferees does not fall below
      or
      exceed 20% of the issued and outstanding Units of the Company upon consummation
      of the initial public offering (including any Units issued pursuant to the
      underwriters’ over-allotment 

     

    
       

      SUBSCRIPTION
        AGREEMENT

       

    

    
      
        
        

      

      
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    option).  The
      Purchaser and any permitted transferees agree to take any and all action
      reasonably requested by the Company necessary to effect any adjustment pursuant
      to this paragraph 4(b); provided that the Company will not make or receive
      any
      cash payment to or from the Purchaser or any permitted transferees in respect
      of
      any such adjustment.

     

    6.           Miscellaneous.

     

    (a)           Notices.  All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (i) upon personal delivery to the party to be notified,
      (ii)
      when sent by confirmed facsimile if sent during normal business hours of the
      recipient, and if not sent during normal business hours of the recipient, then
      on the next business day, (iii) five (5) calendar days after having been sent
      by
      registered or certified mail, return receipt requested, postage prepaid, or
      (iv)
      one (1) business day after deposit with a nationally recognized overnight
      courier, specifying next day delivery, with written verification of
      receipt.  All communications shall be sent to the other party hereto
      at such party’s address hereinafter set forth on the signature page hereof, or
      at such other address as such party may designate by ten (10) days advance
      written notice to the other party hereto.

     

    (b)           Successors
      and Assigns.  This Agreement shall inure to the benefit of the
      successors and assigns of the Company and, subject to the restrictions on
      transfer herein set forth, be binding upon Purchaser and Purchaser’s successors
      and assigns.

     

    (c)           Attorneys’
      Fees; Specific Performance.  Purchaser shall reimburse the Company
      for all costs incurred by the Company in enforcing the performance by Purchaser
      of, or protecting the Company’s rights under, any part of this Agreement,
      including reasonable costs of investigation and attorneys’ fees.

     

    (d)           Governing
      Law; Venue.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York without regard to conflicts
      of
      law thereof.  The parties agree that any action brought by either
      party to interpret or enforce any provision of this Agreement shall be brought
      in, and each party agrees to, and does hereby, submit to the jurisdiction and
      venue of, the appropriate state or federal court for the district encompassing
      the Company’s principal place of business.

     

    (e)           Further
      Execution.  The parties agree to take all such further action(s)
      as may be reasonably necessary to carry out and consummate this Agreement as
      soon as practicable, and to take whatever steps may be necessary to obtain
      any
      governmental approval in connection with, or otherwise qualify the issuance
      of
      the securities that are the subject of, this Agreement.

     

    (f)           
      Independent Counsel.  Purchaser acknowledges that this
      Agreement has been prepared on behalf of the Company by Sidley Austin LLP,
      counsel to the Company, and that Sidley Austin LLP does not represent, and
      is
      not acting on behalf of, Purchaser.  Purchaser has been provided with
      an opportunity to consult with Purchaser’s own counsel with respect to this
      Agreement.

     

    (g)           Entire
      Agreement; Amendment.  This Agreement constitutes the entire
      agreement between the parties with respect to the subject matter hereof and
      supersedes and merges all prior agreements or understandings, whether written
      or
      oral.  This Agreement may not be amended, modified or revoked, in
      whole or in part, except by an agreement in writing signed by each of the
      parties hereto.

     

    
       

      SUBSCRIPTION
        AGREEMENT

       

    

    
      
        
        

      

      
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    (h)           Severability.  If
      one or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good
      faith.  In the event that the parties cannot reach a mutually
      agreeable and enforceable replacement for such provision, then (i) such
      provision shall be excluded from this Agreement, (ii) the balance of the
      Agreement shall be interpreted as if such provision were so excluded and (iii)
      the balance of the Agreement shall be enforceable in accordance with its
      terms.

     

    (i)           
      Counterparts.  This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one instrument.

     

    [Remainder
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    SUBSCRIPTION
      AGREEMENT

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the day and year first above written.

     

    
      	 	
              FIG
                ACQUISITION CORP.

               

              By:
                ___________________________________

               

              Name:
                Peter E. Roth

               

              Title:
                Chief Executive Officer

               

              KBW,
                INC.

               

              By:
                ____________________________________

               

              Name:
                John G. Duffy

               

              Title:
                Chief Executive Officer

            


    

    


     

    
       

      SUBSCRIPTION
        AGREEMENT

       

    

    
      
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