TAILWIND FINANCIAL INC.
Exhibit
99.1
000
Xxx
Xxxxxx, Xxxxx 0000
Toronto,
Ontario, M5J 2T3
(000)
000-0000
August
6,
2008
Asset
Alliance Corporation
000
Xxxxx
Xxxxxx, Xxxxx 0000
New
York,
NY 10022
Attention:
Xxxxx X. Xxxxxxx
Asset
Alliance Corporation
000
Xxxxx
Xxxxxx, Xxxxx 0000
New
York,
NY 10022
Attention:
Xxxx-Xxxx Xxxx
Xxxxxxx
Xxxx, Slate, Xxxxxxx & Xxxx, LLP
Four
Times Square
New
York,
New York 10036
Attention:
Xxxxxxx X. Xxxxx
Re:
|
Termination
of Merger Agreement
|
Dear
Xx.
Xxxxxxx:
Reference
is made to that certain Agreement and Plan of Merger dated as of January 8,
2008
(the “Agreement”),
by
and among Tailwind Financial Inc. (“Tailwind”),
TWF
Acquisition Corporation and Asset Alliance Corporation (“Asset
Alliance”).
Any
capitalized term used but not defined in this letter shall have the meaning
assigned to such term in the Agreement.
Pursuant
to Section 7.1(b) of the Agreement, the Agreement may be terminated and the
Merger abandoned by either Tailwind or Asset Alliance if, among other reasons,
the Closing Date has not occurred by the Initial Termination Date. The effect
of
termination, as provided in Section 7.2 of the Agreement, is that the Agreement
shall be of no further force or effect, except as set forth in Sections 5.7,
5.9, 7.2, 7.3 and Articles VIII, IX and X of the Agreement, each of which shall
survive a termination of the Agreement. Additionally, a termination of the
Agreement shall have no effect on the obligations contained in the
Confidentiality Agreement, which shall also survive a termination of the
Agreement.
Tailwind
hereby notifies Asset Alliance of its election to immediately terminate the
Agreement and abandon the Merger pursuant to Section 7.1(b) of the Agreement.
If
you
have any questions concerning the subject matter of this letter, please do
not
hesitate to contact me.
Sincerely,
/s/
Xxxxxx X.
XxXxx
Xxxxxx
X. XxXxx
Chief
Executive Officer
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