on behalf of the Co-Investor.
4.13. Tax Matters.
With respect to tax considerations involved in his investment in the
Co-Investor Shares, other than the representations and warranties of the Company
set forth in Section 3.14 of the Investment Agreement, the Co-Investor is not
relying on the Company (or any agent or representative of the Company). The
Co-Investor has carefully considered and has, to the extent the Co-Investor
believes such discussion necessary, discussed with the Co-Investor's tax
advisers the suitability of an investment in the Co-Investor Shares for the
Co-Investor's particular tax situation.
5. Amendments and Waivers under the Investment Agreement. The Co-Investor
hereby acknowledges and agrees that, notwithstanding anything contained in
Section 9.10 of the Investment Agreement to the contrary, the Investor and the
Company will have the power to amend the Investment Agreement, and the Investor
will have the power to waive any obligation of the Company under the Investment
Agreement, in each case without the consent of the Co-
4
Investor except where such amendment or waiver would have a disproportionate
material adverse effect on the rights of the Co-Investor under the Investment
Agreement relative to the rights of the Investor thereunder, and any such
amendment or waiver will be binding on the Co-Investor.
6. Notice. The address of the Co-Investor for notices and other
communications for the purposes of Section 9.2 of the Investment Agreement is:
39 Worth Street, Apt. 5W
New York, New York 10013
7. Confidentiality Agreement.
8. GOVERNING LAW; JURISDICTION. THIS CO-INVESTOR JOINDER AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD APPLY THE
LAW OF ANY OTHER JURISDICTION. THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS LOCATED IN THE
BOROUGH OF MANHATTAN WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
ENFORCE ANY PROVISION OF THIS CO-INVESTOR JOINDER AGREEMENT OR TO DETERMINE THE
RIGHTS OF ANY PARTY HERETO.
9. Entire Agreement; Amendment. This Co-Investor Joinder Agreement,
together with the Investment Agreement, constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. This
Co-Investor Joinder Agreement may be amended only by agreement in writing of
each of the parties hereto.
10. Counterparts. This Co-Investor Joinder Agreement may be executed in
separate counterparts each of which shall be an original and all of which taken
together shall constitute one and the same agreement.
[Remainder of page intentionally left blank. Signature page follows.]
5
IN WITNESS WHEREOF, the undersigned have caused this Co-Investor
Joinder Agreement to be duly executed and delivered as of the date first above
written.
THE COMPANY:
FIRST ALBANY COMPANIES INC.
By:
/s/ Peter McNierney
Name: Peter McNierney
Title: President and Chief Executive Officer
THE INVESTOR:
MATLINPATTERSON FA ACQUISITION LLC
By:
/s/ Robert H. Weiss
Name: Robert H. Weiss
Title: Secretary
THE CO-INVESTOR:
/s/ Robert M. Tirschwell
ROBERT M. TIRSCHWELL