SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2009 • Jesup & Lamont, Inc. • Security brokers, dealers & flotation companies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2009 among Jesup & Lamont, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCKUnderwriting Agreement • May 3rd, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • North Carolina
EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2007 • Empire Financial Holding Co • Security brokers, dealers & flotation companies
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EXHIBIT 10.1 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of June 25, 2004 (the "Effective Date"), is entered into by and among Empire Financial Holding Company, a Florida corporation (the "Company"), and Kevin M. Gagne...Severance Agreement • June 29th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
Exhibit 10.21 AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made effective as of November 6, 2003, by and between G & G Holdings, Inc., a Florida corporation ("G&G"), and Empire Financial Holding Company, a...Lease Agreement • November 7th, 2003 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
Draft: 09/26/00] 2,400,000 SHARES EMPIRE FINANCIAL HOLDING COMPANY COMMON STOCK UNDERWRITING AGREEMENT September __, 2000 WACHOVIA SECURITIES, INC. As representative of the several Underwriters named in Schedule I hereto, c/o Wachovia Securities, Inc....Underwriting Agreement • September 27th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • North Carolina
EXHIBIT 10.16Employment Agreement • November 9th, 2007 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.14 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 22nd, 2002 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
ARTICLE I SUBSCRIPTION FOR NOTESSubscription Agreement • April 14th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
COMMON STOCKEmpire Financial Holding Co • August 24th, 2000 • Security brokers, dealers & flotation companies • North Carolina
WARRANTEmpire Financial Holding Co • May 3rd, 2000 • Security brokers, dealers & flotation companies • North Carolina
Agreement ---------Employment Agreement • August 24th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.30Employment Agreement • November 9th, 2007 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.15 [LOGO]Letter Agreement • February 22nd, 2002 • Empire Financial Holding Co • Security brokers, dealers & flotation companies
This letter agreement (this "Letter Agreement") sets forth the agreement between Empire Financial Holding Company ("Empire Financial") and Centennial Capital Management, Inc. (the "Company") regarding the payment of the purchase price for the assets of the Company purchased by Empire Financial pursuant to the terms of that certain Asset Purchase Agreement, dated as of July 11, 2001, by and among Empire Financial Group, Inc., the Company, and Centennial Capital Holdings, Inc. (the "Agreement"). The rights and obligations of Empire Financial Group, Inc. under the Agreement were transferred to Empire Financial pursuant to the terms of that certain Assumption Agreement dated as of July 20, 2001.
RecitalsEmployment Agreement • August 14th, 2003 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
RECITALSEmployment Agreement • April 14th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 2.2 AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT THIS AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this "Agreement') is entered into effective as of the 23rd day of August, 2000, by and among EMPIRE FINANCIAL HOLDING COMPANY, a Florida...Share Exchange Agreement • August 24th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
COMMON STOCK PURCHASE WARRANT EMPIRE FINANCIAL HOLDING COMPANYEmpire Financial Holding Co • March 13th, 2007 • Security brokers, dealers & flotation companies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Empire Financial Holding Company, a Florida corporation (the “Company”), up to ____ shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT (this "Amendment") is made effective as of this 3rd day of June, 2003, by and between Empire Financial Holding Company, a Florida corporation (the "Company"), and Kevin M. Gagne, an...Employment Agreement • April 14th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
AGREEMENT ---------Employment Agreement • May 2nd, 2006 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.23 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 18, 2003 (this "Agreement"), is entered into by and between EMPIRE FINANCIAL HOLDING COMPANY, a Florida corporation (the...Registration Rights Agreement • January 2nd, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
RECITALSEmployment Agreement • April 14th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
ContractJesup & Lamont, Inc. • March 5th, 2009 • Security brokers, dealers & flotation companies • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANTEmpire Financial Holding Co • August 24th, 2000 • Security brokers, dealers & flotation companies • North Carolina
RecitalsVoting Agreement • March 24th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.24 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR...Empire Financial Holding Co • April 14th, 2004 • Security brokers, dealers & flotation companies • Florida
RECITALSShareholders Agreement • March 24th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
Exhibit 10.18 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of November 6, 2003 (this "Agreement"), by and between the Gagne First Revocable Trust (the "Shareholder"), Kevin M. Gagne ("Gagne") and Richard L. Goble ("Goble")....Stock Purchase Agreement • November 7th, 2003 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
MUTUAL RELEASEMutual Release • November 7th, 2003 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, effective as of ________________, 2000 between Empire Financial Holding Company, a Florida corporation (the "Company"), and ______________ (the "Indemnitee").Form of Indemnification Agreement • March 24th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.22 SUBSCRIPTION AND STOCK PURCHASE AGREEMENT THIS SUBSCRIPTION AND STOCK PURCHASE AGREEMENT, dated as of December 18, 2003 (this "Agreement"), is entered into by and between EMPIRE FINANCIAL HOLDING COMPANY, a Florida corporation (the...Subscription and Stock Purchase Agreement • January 2nd, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
EXHIBIT 10.12 Form of Letter AgreementEmpire Financial Holding Co • August 24th, 2000 • Security brokers, dealers & flotation companies
This letter confirms our agreement to purchase your retail brokerage account relationships for $200,000 and to pay you a fee equal to one percent of the net proceeds of our initial public offering in consideration of your efforts in making introductions to investment banking firms in connection with such offering and your assistance in developing our private label business.
EXHIBIT 10.25 FULLY DISCLOSED CLEARING AGREEMENT This Fully Disclosed Clearing Agreement (the "AGREEMENT") is executed into by and between Penson Financial Services, Inc. ("PENSON"), a North Carolina corporation, and Empire Financial Group, Inc...Disclosed Clearing Agreement • April 14th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies
FIRM INVENTORY CREDIT AGREEMENT ------------------------------- THIS FIRM INVENTORY CREDIT AGREEMENT (this "Agreement") is made and entered into as of October 12, 1998, by and between: ADVANTAGE TRADING GROUP, INC., a Florida corporation ("Borrower");...Inventory Credit Agreement • March 24th, 2000 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Missouri
ARTICLE ONE DEFINITIONSAgreement of Lease • April 14th, 2004 • Empire Financial Holding Co • Security brokers, dealers & flotation companies • Florida
