EXHIBIT 10.9 


FORM OF WAIVER AGREEMENT


 October 31, 2011 


	
  

 	
  

 
	
 Rodman &
 Renshaw, LLC 

 
	
 Rodman &
 Renshaw Capital Group, Inc. 

 
	
 1251 Avenue
 of Americas 

 
	
 20th
 floor 

 
	
 New York, NY
 10020 

 
	
 Attn:

 	
 Mr. David
 Horin, 

 
	
  

 	
 Chief
 Financial Officer

 


Gentlemen: 


          Reference
is made to my employment agreement dated November 30, 2010 with Rodman &
Renshaw, LLC and Rodman & Renshaw Capital Group, Inc. (the “Employment
Agreement”). Further reference is made to the Securities Purchase Agreement
dated October 31, 2011 between Rodman & Renshaw Capital Group, Inc. and the
Investors set forth on Schedule I thereto (the “Purchase Agreement”).
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Purchase Agreement. 


          As a
material inducement to the Investors to enter into the Purchase Agreement and
fund thereunder, each of the Company, John J. Borer III, Edward Rubin, Michael
Vasinkevich and Paul Revere LLC has undertaken in Section 4.18 of the Agreement
as follows: 


“Until such time as less than 50% of the original principal amount of
the Debentures sold pursuant to this Agreement remain outstanding, the Company
shall not (and the Company shall cause each of its Subsidiaries (as defined in
the Debentures) to not), directly or indirectly, make or cause to be made any
payments, or provide or cause to be provided any amounts, to any of Edward
Rubin, Michael Vasinkevich or John J. Borer III (collectively, the “Founders”)
or any of their affiliated or related Persons (not including for this purpose
blood relatives of any Founder who are otherwise employees of the Company or
any Subsidiary in the ordinary course of their respective businesses) in
respect of salary, bonus, commissions or the like; provided, however, the
Company and each of its Subsidiaries (as defined in the Debentures) shall be
permitted to (i) reimburse the Founders for ordinary business expenses incurred
by each of them in accordance with Company policies applicable to all other
employees of the Company and (ii) compensate each of the Founders to the extent
of the employee-paid portions of employee benefit plans (such as 401(k) and
health insurance) in which the Founders are eligible to participate to the same
extent as all other employees of the Company and its Subsidiaries (as defined
in the Debentures). After such time that less than 50% of the original
principal amount of  






the Debentures sold pursuant to this Agreement remain outstanding, the
Company shall be permitted to pay to each of the Founders (1) a base salary of
up to $150,000 per calendar year and (2) bonuses and commissions, in each case
of clauses (1) and (2), as determined by a majority of the disinterested
members of the board of directors of the Company; provided, however, all such
bonuses and commissions (but not base salary) so determined shall be reduced by
50% and the other 50% of such determined bonus and/or commission (as the case
may be) (but before giving effect to such 50% reduction) shall be used by the
Company to effect redemptions of the Debentures pursuant to Section 2(d)
thereof. The Company agrees that the maximum bonus amounts to be paid to all
the Founders with respect to a fiscal year of the Company shall not exceed in
the aggregate an amount equal to 20% of the pre-tax net income on a non-GAAP
basis of the Company and its Subsidiaries (as defined in the Debentures), with
respect to such fiscal year.” 


In
furtherance of such undertaking, I hereby forever waive my right to receive
payments under my Employment Agreement for so long as 50% or more of the
original principal amount of the Debentures sold pursuant to this Purchase
Agreement remain outstanding, subject to the carve outs set forth in Section
4.18 of the Purchase Agreement. This waiver shall not otherwise effect the
respective obligations of the parties to the Employment Agreement which shall
continue in full force and effect. 


Sincerely, 



[Edward Rubin]

[Michael Vasinkevich]

[John J. Borer III]