Exhibit 10.1
CO-INVESTOR JOINDER AGREEMENT
THIS CO-INVESTOR JOINDER AGREEMENT ("Co-Investor Joinder Agreement"),
dated as of September 21, 2007, by and among FIRST ALBANY COMPANIES INC., a New
York corporation (the "Company"), MATLINPATTERSON FA ACQUISITION LLC, a Delaware
limited liability company (the "Investor"), and ROBERT M. TIRSCHWELL (the
"Co-Investor").
RECITALS
A. The Investor and the Company have entered into an Investment Agreement
dated as of May 14, 2007 (the "Investment Agreement").
B. Pursuant to the Investment Agreement, the Investor has the right to
designate one or more Co-Investors to purchase a portion of the Purchased Shares
in the place of the Investor.
C. The Co-Investor and the Investor have entered into a Co-Investment
Agreement dated as of September 21, 2007 pursuant to which the Co-Investor and
the Investor have agreed that the Co-Investor will become a "Co-Investor" for
the purposes of the Investment Agreement and by notice to the Company of even
date therewith, the Investor has designated the Co-Investor as such a
"Co-Investor" for such purposes.
D. The parties are entering into this Co-Investor Joinder Agreement
pursuant to Section 2.1(c) of the Investment Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Definitions. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Investment Agreement.
2. Purchase and Sale of Stock. Subject to the terms and conditions hereof,
and the closing conditions set forth in the Investment Agreement, at the
Closing, the Company shall issue and sell, and the Co-Investor shall purchase,
the number of Purchased Shares (the "Co-Investor Shares") corresponding to an
aggregate purchase price of $450,000 (the "Co-Investor Purchase Price"), all on
the terms set forth in the Investment Agreement. At the Closing, the Co-Investor
shall pay the Company the Co-Investor Purchase Price by instructing the Company
to debit the brokerage account maintained by the Co-Investor with the Company in
the amount of such Co-Investor Purchase Price.
3. Joinder. The Co-Investor hereby agrees to become a party to the
Investment Agreement as a "Purchaser" thereunder, and agrees to perform, and to
be bound by, all the obligations of a Purchaser under the Investment Agreement.
The Co-Investor hereby acknowledges that he has received and reviewed a complete
copy of the Investment Agreement and the Company's proxy statement dated
August 31, 2007 for its annual meeting to be held on
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September 21, 2007. The Co-Investor also agrees to be bound by the Investor
Confidentiality Agreement (a copy of which the Co-Investor acknowledges having
received and reviewed) as if he were a party thereto.
4. Representations and Warranties. The Co-Investor hereby represents and
warrants to the Company as follows:
4.1. Capacity.
The Co-Investor has full capacity to execute deliver this Co-Investor
Joinder Agreement and perform his obligations as a Purchaser under the
Investment Agreement.
4.2. Authorization; Execution and Enforceability.
This Co-Investor Joinder Agreement