TERMINATION AGREEMENT
EX. 10.2
This
TERMINATION AGREEMENT (the
“Agreement”) is made as of the 10th day of April, 2008 by and between Ridge
Clearing & Outsourcing Solutions, Inc. (“Ridge”), and
Broadpoint
Capital, 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 terminate the Fully Disclosed Clearing Agreement as
provided herein.
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:
|
1.
|
Definitions. All
capitalized terms used herein shall have the meanings ascribed to
them in
the Fully Disclosed Clearing Agreement, unless otherwise defined
herein.
|
|
2.
|
Termination. Ridge
and Correspondent agree and acknowledge that the Fully Disclosed
Clearing
Agreement is terminated in its entirety effective April 10, 2008,
and
that, accordingly, the Fully Disclosed Clearing Agreement shall be
of no
further force or effect and no party shall bear any further obligation
or
liability of any kind in connection with the Fully Disclosed Clearing
Agreement.
|
|
3.
|
No
Termination Fees or Penalty. Ridge and Correspondent agree
and acknowledge that the termination of the Fully Disclosed Clearing
Agreement shall result in no penalties, Termination Fees, Early
Termination Fees, Material Change Termination Fees or any other fees
owed
to Ridge by Correspondent.
|
|
4.
|
Mutual
Release. Each party releases, remises and forever discharges the
other party and its successors and assigns from and against any and
all
manner of action and causes of action, suits, levies, dues, accounts,
bonds, covenants, contracts, agreements, judgments, claims, demands,
obligations, liabilities and duties whatsoever involved, at law or
in
equity, arising out of or relating to the Fully Disclosed Clearing
Agreement which either party ever had, now has or which its assigns
or any
of them hereafter can, shall or may have. For the purpose of
clarity, the parties agree that the foregoing release does not relate
to
the Fully Disclosed Clearing Agreement, dated as of
January 11, 2008, by and between Ridge and Broadpoint
Securities, Inc., and any amendments
thereto.
|
|
5.
|
Governing
Law. This Agreement 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.
|
|
6.
|
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 Agreement.
|
|
7.
|
Counterpart. This
Agreement may be executed in counterparts each of which shall constitute
an original, and all of which shall together constitute one in the
same
agreement.
|
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to the
Fully Disclosed Clearing Agreement as of the date first above
written.
RIDGE
CLEARING & OUTSOURCING SOLUTIONS,
INC.
BROADPOINT CAPITAL, INC.
By: /s/
XXXXXX
XXXXX By: /s/
XXX XXXXXXXXXXXX
President
Chairman and CEO
