ADJUSTMENT AGREEMENT AGREEMENT
ADJUSTMENT
AGREEMENT
AGREEMENT
THIS
AGREEMENT (this “Agreement”), dated as
of February 21, 2008, between BROADPOINT SECURITIES GROUP, INC. (f/k/a First
Albany Companies Inc.), a New York corporation (the “Company”), and
MATLINPATTERSON FA ACQUISITION LLC, a Delaware limited liability company (the
“Investor”),
WITNESSETH:
WHEREAS,
the Company and the Investor are parties to that certain Investment Agreement
dated as of May 14, 2007 (the “Investment
Agreement”, with capitalized terms used and not otherwise defined in this
Agreement that are defined in the Investment Agreement being used herein with
the meanings set forth therein) providing for the sale and issuance by the
Company to the Investor and certain Co-Investors, and the purchase by the
Investor and such Co-Investors of certain shares of the Company’s Common Stock
(the “Purchased
Shares”, as more fully defined in the Investment Agreement);
WHEREAS,
Section 2.1(b)(ii) of the Investment Agreement provides that the number of
Purchased Shares issued to the Investor and the Co-Investors will be increased
in accordance with a prescribed formula in the event that the Final Net Tangible
Book Value Per Share is less than $1.60 (the “NTBV Purchase Price
Adjustment”);
WHEREAS,
the parties have arrived at a mutual determination of the Final Net Tangible
Book Value Per Share and the number of Purchased Shares to be issued to the
Investor and the Co-Investors, as set forth below;
NOW,
THEREFORE, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. The
Final Net Tangible Book Value Per Share for the purpose of the NTBV Purchase
Price Adjustment is $1.25.
2. The
total number of additional Purchased Shares agreed to be issued by the Company
based on this Agreement and the NTBV Purchase Price Adjustment calculation is
3,632,009, of which 3,589,878 shares are allocated to the Investor and 42,131
shares are allocated to the Co-Investors (with 9,443 shares being allocated to
Xxxxxx X. Fine and 32,688 shares being allocated to Xxxxxx X.
Xxxxxxxxxx). Such additional Purchased Shares shall be issued by the
Company to the Investor and the Co-Investors promptly following the execution
and delivery of this Agreement.
IN
WITNESS WHEREOF, the Company and the Investor have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above-written.
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BROADPOINT
SECURITIES GROUP, INC
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By:
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/s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | |||
| Title: Chief Executive Officer | |||
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MATLINPATTERSON
FA ACQUISITION LLC
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By:
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/s/ Xxxxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxxxxx | |||
| Title: President and Treasurer | |||
ACKNOWLEDGED
AND AGREED TO BY
EACH OF
THE CO-INVESTORS:
/s/ Xxxxxx
Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
/s/
Xxxxxx X.
Fine
Xxxxxx X. Fine
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