CONFORMED COPY] ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
ANDPurchase Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
Date: January 2, 2003 Fahnestock & Co., Inc. 125 Broad Street New York, NY 10004 Gentlemen:Fahnestock Viner Holdings Inc • January 17th, 2003 • Security brokers, dealers & flotation companies • New York
This will confirm our agreement ("Agreement") under which we ("we", "us", "our" or "Clearing Firm") shall act as clearing broker for the accounts of customers introduced to us by you ("you", "your" or "Introducing Firm") on a fully disclosed basis as introducing broker. For the purpose of the Securities Investors Protection Act ("SIPA"), and the financial responsibility rules of the Securities and Exchange Commission ("SEC") and the Commodity Futures Trading Commission ("CFTC"), your customers shall be treated as customers of Clearing Firm and not of Introducing Firm. Capitalized terms not defined herein shall have the meanings given to them in the Asset Purchase Agreement dated December 9, 2002 ("Asset Purchase Agreement"), between the parties. You and we further agree:
ContractSolicitation Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
THIS NON-SOLICITATION AGREEMENT (this "Agreement") is made as of the 2nd day of January, 2003. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in that certain Purchase Agreement of even date herewith (the "Purchase Agreement"), by and among Fahnestock Viner Holdings Inc., Fahnestock & Co. Inc., Canadian Imperial Bank of Commerce and CIBC World Markets Corp.
CREDIT AGREEMENT dated as of January 2, 2003 between Fahnestock Viner Holdings Inc. as Borrower and Canadian Imperial Bank of Commerce as Lender CREDIT AGREEMENTCredit Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
THIS CREDIT AGREEMENT is dated as of January 2, 2003 and is entered into between Fahnestock Viner Holdings Inc., as Borrower, and Canadian Imperial Bank of Commerce, as Lender.
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT BY AND AMONG FAHNESTOCK VINER HOLDINGS INC. AND VINER FINANCE INC. AND CIBC WORLD MARKETS CORP. AND CANADIAN IMPERIAL BANK OF COMMERCE DATED AS OF JANUARY 2, 2003Asset Purchase Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies
AMENDMENT No. 1, dated as of January 2, 2003 (this "Amendment"), to the Asset Purchase Agreement, dated as of December 9, 2002 (the "Agreement"), in each case, by and among Fahnestock Viner Holdings Inc., an Ontario corporation ("Parent"), Viner Finance Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Buyer"), Canadian Imperial Bank of Commerce (the "Seller Parent") and CIBC World Markets Corp. (the "Company" and, together with Seller Parent, the "Seller").
REGISTRATION RIGHTS AGREEMENT between FAHNESTOCK VINER Holdings Inc. and CANADIAN IMPERIAL BANK OF COMMERCE Dated as of January 2, 2003Registration Rights Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
STAKEHOLDERS AGREEMENT by and among FAHNESTOCK VINER Holdings Inc., ALBERT G. LOWENTHAL, PHASE II FINANCIAL L.P., PHASE II Financial Limited, THe ALBERT G. LOWENTHAL Foundation, OLGA ROBERTS, ELKA ESTATES LIMITED, and CANADIAN IMPERIAL BANK OF...Stakeholders Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
THIS NON-COMPETITION AGREEMENT is made as of the 9th day of December 2002. BY: CIBC WORLD MARKETS CORP., a Delaware Corporation ("CIBCWM") and CANADIAN IMPERIAL BANK OF COMMERCE, a bank under the laws of Canada IN FAVOUR OF: VINER FINANCE INC., a...Non-Competition Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • New York
NOW THEREFORE in consideration of the foregoing and other good and valuable consideration given by the Purchaser to CIBC, CIBC agrees with the Purchaser as follows:
SHAREHOLDERS AGREEMENTShareholders Agreement • January 17th, 2003 • Fahnestock Viner Holdings Inc • Security brokers, dealers & flotation companies • Ontario
SHAREHOLDERS AGREEMENT, dated as of December 9, 2002 (this "Agreement"), by and among (i) Fahnestock Viner Holdings Inc., an Ontario corporation (the "Company"), (ii) Albert G. Lowenthal ("Significant Shareholder I Individual"), Phase II Financial L.P., a New York limited partnership ("Significant Shareholder I L.P."), Phase II Financial Limited, an Ontario corporation ("Significant Shareholder I Limited"), The Albert G. Lowenthal Foundation (the "Foundation" and together with Significant Shareholder I Individual, Significant Shareholder I L.P., and Significant Shareholder I Limited the "Significant Shareholder I Group"), and (iii) Olga Roberts ("Significant Shareholder II Individual") and Elka Estates Limited, an Ontario corporation ("Significant Shareholder II Limited" and together with Significant Shareholder II Individual, the "Significant Shareholder II Group").
