AMENDMENT TO FULLY DISCLOSED CLEARING AGREEMENT
EX. 10.1
AMENDMENT
TO FULLY DISCLOSED CLEARING AGREEMENT
This
AMENDMENT (the “Amendment”) to the
Fully Disclosed Clearing Agreement (defined below), is made as of the 10th
day
of April, 2008 by and between Ridge Clearing &
Outsourcing
Solutions, Inc. (“Ridge”), and Broadpoint Securities, Inc.
(“Correspondent”).
WITNESSETH:
WHEREAS,
by Fully
Disclosed Clearing Agreement executed by and between Ridge and Correspondent
dated as of January 11, 2008 (the “Fully Disclosed Clearing
Agreement”),
Ridge agreed to provide certain execution and clearing services, on a fully
disclosed basis, to Correspondent and its customers; and
WHEREAS,
Ridge and
Correspondent desire to amend certain provisions of the Fully Disclosed Clearing
Agreement as set forth below.
NOW,
THEREFORE, in
consideration of the mutual covenants contained herein and for other good and
valuable consideration, the mutual receipt and legal sufficiency of
which
are
hereby acknowledged the parties hereto hereby agree as follows:
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1.
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Definitions. All
capitalized terms used herein shall have the meanings ascribed to
them in
the Fully Disclosed Clearing Agreement, unless otherwise defined
herein.
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2.
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Exclusivity. Section
II.C “Exclusive Clearing Arrangement” of the Fully Disclosed Clearing
Agreement shall be and is hereby deleted in its entirety and all
references to Section II.C and/or exclusivity contained within the
Fully
Disclosed Clearing Agreement (including all Exhibits and Schedules
thereto) shall be and is hereby deleted and thereby shall have no
further
force or effect.
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3.
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Term
and Termination.
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(A)
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Section
XVIII. B. “Termination” of the Fully Disclosed Clearing Agreement
shall be amended by adding to the end of such section the
following:
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Termination
by Correspondent. Notwithstanding anything contained to the contrary
contained in this Agreement (including any of its Schedules and Exhibits),
Correspondent may terminate this agreement for any reason or for no reason,
with
or without Cause, upon at least 30 days’ prior written notice to
Ridge. A termination by Correspondent shall be without penalty or the
incurrence of termination fees or fees of any kind to Correspondent arising
out
of the termination.
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(B)
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Section
XVIII. E. “Termination Fee” shall be and is hereby deleted in its entirety
and all references in the Fully Disclosed Clearing Agreement (including
all Exhibits and Schedules thereto) to “Termination Fee”, “Early
Termination Fee” or “Material Change Termination Fee” shall be and is
hereby deleted and thereby shall have no further force or
effect.
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4.
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Governing
Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to its conflicts of laws
principles.
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5.
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Entire
Agreement. The
Fully Disclosed Clearing Agreement as amended by this Amendment
constitutes the entire understanding between the parties hereto with
respect to the Execution and Clearing Services to be provided to
Correspondent and may not be changed orally but only by an agreement
in
writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is
sought.
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6.
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Full
Force and Effect of Clearing
Agreement. Except as modified by
this Amendment, the Fully Disclosed Clearing Agreement, covenants,
agreements, terms and conditions thereof, shall remain in full force
and
effect and are hereby in all respects ratified and
confirmed
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7.
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Headings. The
headings contained herein have been inserted for convenience and
ease of
reference only and shall be construed to affect the meaning, construction
of effect of this Amendment.
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8.
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Counterpart.
This Amendment may be executed in counterparts each of which shall
constitute an original, and all of which shall together constitute
one in
the same agreement.
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[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Fully Disclosed Clearing Agreement as of the date first above
written.
RIDGE
CLEARING & OUTSOURCING SOLUTIONS,
INC. BROADPOINT
SECURITIES, INC.
By: /s/
XXXXXX
XXXXX By: /s/
XXXXXX XXXX
President
President
