AMENDMENT NO. 2 TO PURCHASE AND CONTRIBUTION AGREEMENT

EXHIBIT 2.7

AMENDMENT NO. 2 TO PURCHASE AND CONTRIBUTION AGREEMENT

THIS AMENDMENT NO. 2 TO PURCHASE AND CONTRIBUTION AGREEMENT, dated as of December 27, 2010 (this “Amendment”), is made by and among Xxxxx & Company Inc. (“Parent”), Xxxxx Brothers, LLC (“Xxxxx Brothers”), JVB Financial Holdings, L.L.C. (“Company”), the Sellers listed on Annex I to the original Purchase and Contribution Agreement (the “Original Agreement”) and the Management Employees (as defined in the Original Agreement).

BACKGROUND

WHEREAS, the parties hereto entered into the Original Agreement on September 14, 2010; and

WHEREAS, the parties hereto entered into Amendment No. 1 to Purchase and Contribution Agreement on October 29, 2010 (together with the Original Agreement, the “Purchase Agreement”); and

WHEREAS, in furtherance of the transactions contemplated by the Purchase Agreement, the parties desire to change the Termination Date (as defined in Section 10.1(b) of the Purchase Agreement) from December 31, 2010 to January 31, 2011.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

AMENDMENT OF PURCHASE AGREEMENT

1.1 Amendment of Definition of Termination Date. The definition of Termination Date set forth in Section 10.1(b) of the Purchase Agreement is hereby changed from December 31, 2010 to January 31, 2011.

ARTICLE II

MISCELLANEOUS

2.1 Definitions. Unless otherwise defined herein, all capitalized terms shall have the meanings specified or referred to in the Purchase Agreement.

2.2 Governing Law. This amendment shall in all respects be construed in accordance with and governed by the substantive laws of the state of New York.

2.3 Counterparts and Other Matters. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original. Except as provided in this Amendment, the Purchase Agreement shall remain in full force and effect in accordance with its terms.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

PARENT						XXXXX & COMPANY INC.
						By:		/s/ Xxxxxx X. Xxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxx, Xx.
						Title:		Chief Financial Officer
XXXXX BROTHERS						XXXXX BROTHERS, LLC
						By:		/s/ Xxxxxx X. Xxxxxx, Xx.
						Name:		Xxxxxx X. Xxxxxx, Xx.
						Title:		Chief Financial Officer
COMPANY						JVB FINANCIAL HOLDINGS, L.L.C.
						By:		/s/ Xxxxxxx X. Butkevitz III
						Name:		Xxxxxxx X. Butkevitz III
						Title:		President
MANAGEMENT EMPLOYEE						XXXXXXX X. XXXXXXXXX III
						/s/ Xxxxxxx X. Butkevitz III
MANAGEMENT EMPLOYEE						XXXXX X. XXXXX
						/s/ Xxxxx X. Xxxxx
SELLER						XXXXX X. XXXXXXX
						/s/ Xxxxx X. Xxxxxxx
SELLER						XXXXXXX XXXXX
						/s/ Xxxxxxx Xxxxx
SELLER						JPMORGAN CHASE BANK NA A/C/F XXXX XXXXX XXX ROLLOVER
						/s/ Xxxx Xxxxx
						Xxxx Xxxxx, as Owner

SELLER						NTC & CO FBO XXXXX XXXXX XXX
						/s/ XxXxx Xxxxx
						XxXxx Xxxxx, Owner
						/s/ Xxxxxxx Xxxxxxx
						NTC & Co., Custodian
MANAGEMENT EMPLOYEE						XXXXX XXXXX
						/s/ XxXxx Xxxxx
MANAGEMENT EMPLOYEE						XXXXXX XXXXXXXXX
						/s/ Xxxxxx XxXxxxxxx
SELLER						NTC & CO FBO XXXXXX XXXXXX XXX
						/s/ Xxxxxx Xxxxxx
						Xxxxxx Xxxxxx, Owner
						/s/ Xxxxxxx Xxxxxxx
						NTC & Co., Custodian
MANAGEMENT EMPLOYEE						XXXXXX XXXXXX
						/s/ Xxxxxx Xxxxxx
SELLER						NTC & CO FBO XXXXXXX XXXXXX XXX
						/s/ Xxxxxxx Xxxxxx
						Xxxxxxx Xxxxxx, Owner
						/s/ Xxxxxxx Xxxxxxx
						NTC & Co., Custodian
MANAGEMENT EMPLOYEE						XXXXXXX XXXXXX
						/s/ Xxxxxxx Xxxxxx

SELLER						ENTRUST ADMINISTRATION SERVICES INC FBO XXXXXXX XXXXXXX XXX
						By:		/s/ Xxxx Xxxxxxx
						Name:		Xxxx Xxxxxxx
						Title:		Director
MANAGEMENT EMPLOYEE						XXXXXXX XXXXXXX
						/s/ Xxxxxxx Xxxxxxx