Exhibit 1.1 14,375,000 Units TAILWIND FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of ______________, 2006, by and among Tailwind Financial Inc., a Delaware corporation (the "COMPANY") and the undersigned Investors...Registration Rights Agreement • September 20th, 2006 • Tailwind Financial Inc. • Blank checks • New York
EXTENSION AGREEMENTExtension Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • Delaware
TAILWIND FINANCIAL INC.Administrative Services Agreement • August 29th, 2006 • Tailwind Financial Inc. • Blank checks
This letter will confirm our agreement that, commencing on the effective date ("EFFECTIVE DATE") of the registration statement for the initial public offering ("IPO") of the securities of Tailwind Financial Inc. ("COMPANY") and continuing until the consummation by the Company of a business combination (as described in the Company's IPO prospectus) or the distribution of the trust account (as described in the Company's IPO prospectus) to the Company's public stockholders, Parkwood Holdings Ltd. or its affiliates shall make available to the Company certain general and administrative services including utilities and administrative support, as well as the use of certain limited office space, as may be required by the Company from time to time, initially situated at 181 Bay Street, Suite 4400, Toronto, ON M5J 2T3 (or any successor location). In exchange therefor, the Company shall pay Parkwood Holdings Ltd., or its affiliate, the sum of $7,500 per month beginning on the Effective Date and c
EXHIBIT 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of April 17, 2007 by and between TAILWIND FINANCIAL INC. (the "COMPANY") and AMERICAN STOCK TRANSFER & TRUST COMPANY ("TRUSTEE"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.4 TAILWIND FINANCIAL INC. SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (the "AGREEMENT") is made as of the 20th day of September, 2006, by and between TAILWIND FINANCIAL INC., a...Subscription Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • Delaware
Exhibit 1.1 14,375,000 Units TAILWIND FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 4.4 THE REGISTERED HOLDER (AS DEFINED BELOW) OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION...Purchase Option Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of April 17, 2007, by and among Tailwind Financial Inc., a Delaware corporation (the "COMPANY") and the undersigned Investors listed on...Registration Rights Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
TAILWIND FINANCIAL INC. 874023 11 2 WARRANTWarrant Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks
THIS CERTIFIES THAT, for value received ________________________________________ is the registered holder of a Warrant or Warrants expiring _____________, 2011 (the "WARRANT") to purchase one fully paid and non-assessable share of Common Stock, par value $.001 per share ("SHARES"), of Tailwind Financial Inc., a Delaware corporation (the "COMPANY"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's acquisition of one or more assets or operating businesses through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination, and (ii) ___________________________, 2008, such number of Shares of the Company at the price of [$6.00/$7.20] per share, upon surrender of this Warrant Certificate accompanied by the annexed duly executed subscription form and payment of the Warrant Price at the office or agency
April 17, 2007Underwriting Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks
RECITALSIndemnification Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of ______________, 2007, by and among Tailwind Financial Inc., a Delaware corporation (the "COMPANY") and the undersigned Investors...Registration Rights Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 4.6 SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT, dated as of April 17, 2007 (the "AGREEMENT"), by and among TAILWIND FINANCIAL INC., a Delaware corporation (the "COMPANY"), each of the holders of securities of the Company set forth...Securities Escrow Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc.Office Lease • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York
Ten years (or until such term shall sooner cease and expire as hereinafter provided) to commence on November 1, 1996 (the “Commencement Date”) and to end on October 31, 2006, both dates inclusive, at an annual rental rate of: One Hundred Thirty-one Thousand One Hundred Eighty and no/100 ($131,180.00) Dollars per annum, subject to the concession set forth in Article 67 below, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any set off or deduction whatsoever, except that Tenant shall pay the first monthly installment(s) on the execution hereof (unless this lease be a renewal).
EXHIBIT 10.6 TAILWIND FINANCIAL INC. SECOND AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (the "AGREEMENT") is made as of the 14th day of March, 2007, by and between TAILWIND FINANCIAL...Warrant Purchase Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • Delaware
EXHIBIT 10.6 TAILWIND FINANCIAL INC. AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT THIS AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (the "AGREEMENT") is made as of the __ day of ___________, 2006, by and between TAILWIND FINANCIAL INC., a...Warrant Purchase Agreement • September 20th, 2006 • Tailwind Financial Inc. • Blank checks • Delaware
ContractEmployment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 4.5 WARRANT AGREEMENT This Warrant Agreement (the "AGREEMENT") made as of April 17, 2007 between Tailwind Financial Inc., a Delaware corporation, with offices at BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3 (the...Warrant Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as a October 31, 2000, and is entered into between Asset Alliance Corporation, a Delaware corporation (the “Company”), and Bruce H. Lipnick (the “Employee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 31, 2000, and is entered into between Asset Alliance Corporation, a Delaware corporation (the “Company”), and Arnold L. Mintz (the “Employee”).
LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks
AGREEMENT made this 1st day of November 1996, by and between JOSEPH P. DAY RELATY CORP., as agent for 800 Third Avenue Associates (“Owner”), having an office at 9 East 40th Street, New York, New York 10016, and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of July 10, 2000, and is entered into between Asset Alliance Corporation, a Delaware corporation (the “Company”), and Stephen G. Bondi (the “Employee”).
ARRANGEMENT AGREEMENT among TAILWIND FINANCIAL INC. and AV ACQUISITION CORP. and ALLEN-VANGUARD CORPORATION Dated as of January 23, 2009Arrangement Agreement • January 26th, 2009 • Tailwind Financial Inc. • Investment advice • Ontario
THIS ARRANGEMENT AGREEMENT (this “Agreement”) is made as of January 23, 2009 by and among Tailwind Financial Inc., a Delaware corporation (“Parent”), AV Acquisition Corp., a corporation incorporated under the Business Corporations Act (Ontario) and a wholly-owned subsidiary of Parent (“Purchaser”) and Allen-Vanguard Corporation, a corporation incorporated under the Business Corporations Act (Ontario) (the “Company”).
ESCROW AGREEMENT by and among TAILWIND FINANCIAL INC., TWF ACQUISITION CORPORATION, BRUCE H. LIPNICK, and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated as of _______________________, 200_Escrow Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • Delaware
This ESCROW AGREEMENT, dated as of ________ __, 200_ (this “Escrow Agreement”), is by and among (i) American Stock Transfer & Trust Company (the “Escrow Agent”), (ii) Tailwind Financial Inc., a Delaware corporation (“Parent”), (iii) TWF Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and (iv) Bruce H. Lipnick, acting as the Company Representative referenced herein and in the Merger Agreement referred to below (the “Company Representative”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement.
LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks
AGREEMENT made this 8th day of December 1997 between JOSEPH P. DAY REALTY CORP., as agent for 800 Third Avenue Associates (“Owner”), 9 East 40th Street, New York, New York 10016 and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;
THIRD LEASE MODIFICATION AGREEMENTThird Lease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks
AGREEMENT made this 1st day of July 2004 between JOSEPH P. DAY RELATY CORP., as agent for 800 Third Avenue Associates, LLC (“Owner”), 9 East 40th Street, New York, New York 10016, and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;
SECOND LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks
AGREEMENT made this 14th day of April 2000 between JOSEPH P. DAY REALTY CORP., as agent for 800 Third Avenue Associates, LLC (“Owner”), 9 East 40th Street, New York, New York 10016, and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;
TAILWIND FINANCIAL INC.Merger Agreement • August 8th, 2008 • Tailwind Financial Inc. • Investment advice
Reference is made to that certain Agreement and Plan of Merger dated as of January 8, 2008 (the “Agreement”), by and among Tailwind Financial Inc. (“Tailwind”), TWF Acquisition Corporation and Asset Alliance Corporation (“Asset Alliance”). Any capitalized term used but not defined in this letter shall have the meaning assigned to such term in the Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TAILWIND FINANCIAL INC., TWF ACQUISITION CORPORATION, AND ASSET ALLIANCE CORPORATION DATED AS OF JANUARY 8, 2008Merger Agreement • January 9th, 2008 • Tailwind Financial Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 8, 2008 (this “Agreement”), is by and among Tailwind Financial Inc., a Delaware corporation (“Parent”), TWF Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Asset Alliance Corporation, a Delaware corporation (the “Company”).
