Exhibit 10.47
LETTER AGREEMENT DATED AS OF OCTOBER 24, 2005 TERMINATING THE AMENDED AND
RESTATED AGREEMENT AND PLAN OF MERGER
Olympic Cascade Letterhead
October 24, 2005
Xxxxxx X. Xxxxxxx
First Montauk Financial Corp.
Parkway 109 Office Center
000 Xxxxxx Xxxxxxx Xxxx
Xxx Xxxx, XX 00000
Dear Xxxxxx:
Reference is made to that certain Amended and Restated Agreement and Plan of
Merger dated as of June 27, 2005 by and among First Montauk Financial Corp.
("First Montauk"), Olympic Cascade Financial Corporation ("Olympic") and OLY
Acquisition Corp. (the "Merger Agreement"). All capitalized terms herein not
otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
Pursuant to Section 9.1(a) of the Merger Agreement, Olympic and First Montauk
hereby agree to terminate the Agreement effective as of the date hereof.
Accordingly, the parties shall have no further obligation to each other arising
out of the Merger Agreement, the Merger, and the transactions contemplated
thereby, and each party agrees to bear all of its own expenses, notwithstanding
the provisions of Section 7.7.
Very truly yours,
Olympic Cascade Financial Corporation
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: President and Chief Executive Officer
Agreed and Accepted:
First Montauk Financial Corp.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer