efc8-0541_emailex103.htm


    Exhibit
10.3

    AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT

     

    


    AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as
of March 4, 2008, among BROADPOINT SECURITIES GROUP, INC., f/k/a First Albany
Companies Inc., a New York corporation (the “Company”),
MATLINPATTERSON FA ACQUISITION LLC, a Delaware limited liability company (the
“Principal
Investor”), ROBERT M. FINE (“Fine”) and ROBERT M.
TIRSCHWELL (together with Fine, the “Other Investors”), to
the Registration Rights Agreement, dated as of September 21, 2007 (the “Registration Rights
Agreement”).  Capitalized terms used an not otherwise defined
in this Amendment have the meanings set forth in the Registration Rights
Agreement.

     

    RECITALS

     

    WHEREAS,
the parties hereto have heretofore executed and entered into the Registration
Rights Agreement;

     

    WHEREAS,
the Company, the Principal Investor and Mast Credit Opportunities I Master Fund
Limited (“Mast”) have entered
into a Stock Purchase Agreement dated as of March 4, 2008 (the “Stock Purchase
Agreement”), along with certain individual investors listed on the
signature pages thereto (the “Individual
Investors”);

     

    WHEREAS,
pursuant to the Stock Purchase Agreement, the Principal Investor will be
acquiring 1,594,000 shares of Common Stock of the Company (the “New MP Stock”), and
Mast will be acquiring 7,058,824 shares of Common Stock of the Company (the
“Mast Stock”)
and the Individual Investors will be acquiring, in the aggregate, 2,926,764
shares of Common Stock of the Company (the “Other Investor
Stock”);

     

    WHEREAS,
the parties hereto have agreed that the New MP Stock shall receive the same
treatment pursuant to the Registration Rights Agreement as the Registrable
Securities (as such term is defined in the Registration Rights Agreement)
already held by the Principal Investor;

     

    WHEREAS,
the Company and Mast are entering into a Registration Rights Agreement as of the
date herewith (the “Mast Rights
Agreement”), pursuant to which the Company will file one or more
registration statements registering resales of the Mast Stock (the “Shelf
Registrations”);

     

    WHEREAS,
the parties hereto have agreed that the piggyback registration rights set out in
the Registration Rights Agreement and the provisions of Sections 9.2 and 9.3 of
the Registration Rights Agreement will not apply in respect of the Shelf
Registrations and that certain restrictions will be imposed on the ability of
the Principal Investor and the Other Investors to require the filing of a Demand
Registration thereunder;

     

    NOW,
THEREFORE, in consideration of these premises and the representations,
warranties, covenants and agreements herein set forth, the parties agree as
follows:

     

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    1. The term “Shares”, as used in the
Registration Rights Agreement, is hereby amended to include the New MP Stock in
addition to the shares of Common Stock issued pursuant to the Investment
Agreement.

     

    2. The Company shall not be obligated to
file a Demand Registration pursuant to Section 2 of the Registration Rights
Agreement prior to the date (the “Deferred Filing
Date”) that is the earlier of (x) one business day following the date as
of which one or more Shelf Registrations shall have become effective with
respect to all the Mast Stock or (y) January 15, 2009.  For the
avoidance of doubt, the Principal Investor and the Other Investors may exercise
their demand registration rights under Section 2 up to ninety (90) days prior to
the Deferred Filing Date and the Company shall be obligated to prepare the
Demand Registration for filing, but the Company shall no obligation to file such
Demand Registration with the Commission prior to the Deferred Filing
Date.

     

    3. The piggyback registration rights of
the Principal Investor and the Other Investors set out in Section 3 of the
Registration Rights Agreement shall not apply in respect of the Shelf
Registrations.

     

    4. The provisions of Section 9.2 the
Registration Rights Agreement shall not apply in respect of the Shelf
Registrations.

     

    5. The provisions of Section 9.3 of the
Registration Rights Agreement shall not apply to the execution and delivery by
the Company of the Mast Registration Rights Agreement.

     

    6. In all other respects, the Registration
Rights Agreement shall remain in full force and effect, unamended.

     

    7. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     

    8. This Amendment may be executed in any
number of counterparts, each of which shall be an original, and all of which
shall together constitute one and the same instrument.  All signatures
need not be on the same counterpart.

     

    


     

    [the next
page is the signature page]

     

    


     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

       

    

    IN WITNESS WHEREOF, this
Amendment No. 1 has been duly executed by the parties hereto as of the date
first written above.

     

     

    
      
        	 	
                The Company:

                 

                BROADPOINT
      SECURITIES GROUP, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

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


      

    

     

    
       

      
        
          	 	
                  The Principal
      Investor:

                   

                  MATLINPATTERSION FA ACQUISITION LLC

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/        
      Lawrence M. Teitelbaum	 
	 	 	Name:  
      Lawrence M. Teitelbaum	 
	 	 	Title:    
      President	 
	 	 	 	 


        

      

    

     

     

    
      	 	
              The Other
      Investors:

               

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/     
      Robert M. Fine	 
	 	 	           Robert
      M. Fine	 
	 	 	 	 
	 	 	                 	 
	 	 By:  	 /s/    
      Robert M. Tirschwell	 
	 	 	          
      Robert M. Tirschwell