efc7-2685_ex107.htm


    EXHIBIT
      10.7

     

    PROMISSORY
      NOTE

     

    
      	
              $200,000.00

            	
              December
                13, 2007

            


    

    


    FIG
      ACQUISITION CORP. (the “Maker”) promises to pay
      to the order of KBW, INC. (the “Payee”)
      the principal sum of two hundred thousand Dollars ($200,000.00) in lawful money
      of the United States of America on the terms and conditions described
      below.

     

    1.  Principal.
      The principal balance of this Promissory Note (this
“Note”) shall be repayable on the earlier of (a)
      December 9, 2008, or (b) the date on which Maker consummates an initial public
      offering of its securities (the “Payment
      Date”).

     

    2.  Interest.
      No interest shall accrue on the unpaid principal balance of this
      Note.

     

    3.  Events
      of Default. Each of the following shall constitute an “Event of
      Default”:

     

    (a)  Failure
      to Make Required Payments. Failure by Maker to pay the principal of this
      Note within five (5) business days following the date when due. A
“business day” for these purposes means any weekday on
      which banking or trust institutions in New York are not authorized generally
      or
      obligated by law, regulation or executive order to close.

     

    (b)  Voluntary
      Bankruptcy, Etc. The commencement by Maker of a voluntary case pursuant to
      Title 11 of the United States Code, §§ 101 et seq. (as now constituted or
      hereafter amended, the “Bankruptcy Code”), or any other
      applicable federal or state bankruptcy, insolvency, reorganization,
      rehabilitation or other similar law, or the consent by it to the appointment
      of
      or taking possession by a receiver, liquidator, assignee, trustee, custodian,
      sequestrator (or other similar official) of Maker or for any substantial part
      of
      its property, or the making by it of any assignment for the benefit of
      creditors, or the failure of Maker generally to pay its debts as such debts
      become due, or the taking of corporate action by Maker in furtherance of any
      of
      the foregoing.

     

    (c)  Involuntary
      Bankruptcy, Etc. The entry of a decree or order for relief by a court having
      jurisdiction in the premises in respect of Maker in an involuntary case under
      the Bankruptcy Code, as now constituted or hereafter amended, or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      (or similar official) of Maker or for any substantial part of its property,
      or
      ordering the winding-up or liquidation of its affairs, and the continuance
      of
      any such decree or order unstayed and in effect for a period of sixty (60)
      consecutive days.

     

    4.  Remedies.

     

    (a)  Upon
      the
      occurrence of an Event of Default specified in Section 3(a), Payee may, by
      written notice to Maker, declare this Note to be due and payable, whereupon
      the
      principal amount of this Note shall become immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby expressly waived, notwithstanding anything contained herein or in the
      documents evidencing the same to the contrary.

     

    (b)  Upon
      the
      occurrence of an Event of Default specified in Sections 3(b) and 3(c), the
      unpaid principal balance of this Note shall automatically and immediately become
      due and payable, in all cases without any action on the part of
      Payee.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    5.  Waivers.
      Maker and all endorsers and guarantors of, and sureties for, this Note waive
      presentment for payment, demand, notice of dishonor, protest, and notice of
      protest with regard to the Note, all errors, defects and imperfections in any
      proceedings instituted by Payee under the terms of this Note, and all benefits
      that might accrue to Maker by virtue of any present or future laws exempting
      any
      property, real or personal, or any part of the proceeds arising from any sale
      of
      any such property, from attachment, levy or sale under execution, or providing
      for any stay of execution, exemption from civil process, or extension of time
      for payment.

     

    6.  Unconditional
      Liability. Maker and all endorsers and guarantors of, and sureties for, this
      Note waive all notices in connection with the delivery, acceptance, performance,
      default, or enforcement of the payment of this Note, and agree that liability
      shall be unconditional, without regard to the liability of any other party,
      and
      shall not be affected in any manner by any indulgence, extension of time,
      renewal, waiver or modification granted or consented to by Payee, and consent
      to
      any and all extensions of time, renewals, waivers, or modifications that may
      be
      granted by Payee with respect to the payment or other provisions of this Note,
      and agree that additional makers, endorsers, guarantors, or sureties may become
      parties hereto without notice to them or affecting their liability
      hereunder.

     

    7.  Notices.
      Any notice called for hereunder shall be deemed properly given if (a) sent
      by
      certified mail, return receipt requested, (b) personally delivered, (c)
      dispatched by any form of private or governmental express mail or delivery
      service providing receipted delivery, or (d) sent by facsimile, to the principal
      office of Maker or of Payee as indicated on the books and records of Maker.
      Notice shall be deemed given on the earlier of (i) actual receipt by the
      receiving party, (ii) the date shown on a facsimile transmission confirmation,
      (iii) the date reflected on a signed delivery receipt, or (iv) two (2) business
      days following tender of delivery or dispatch by express mail or delivery
      service.

     

    8.  Construction.
      This Note shall be governed by, construed and enforced in accordance with,
      the
      laws of the State of New York, without giving effect to the conflicts of laws
      principles thereof.

     

    9.  Severability.
      Any provision contained in this Note which is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
      caused this Promissory Note to be duly executed by the authorized officer named
      below the day and year first above written.

     

    
      	 	
              FIG
                ACQUISITION CORP.

               

              By:
                _____________________________

              Name:
                Peter E. Roth

              Title:   Chief
                Executive Officer

            


    

    


    


     

    
      
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