0000905148-09-001071 Sample Contracts

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • March 4th, 2009 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made by and between Broadpoint Securities Group, Inc., a New York corporation and its successors (“Broadpoint”), and the undersigned prospective stockholder (the “Stakeholder”) in Broadpoint.

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AGREEMENT AND PLAN OF MERGER by and among BROADPOINT SECURITIES GROUP, INC., MAGNOLIA ADVISORY LLC, GLEACHER PARTNERS INC., CERTAIN STOCKHOLDERS OF GLEACHER PARTNERS INC., and EACH OF THE HOLDERS OF INTERESTS IN GLEACHER HOLDINGS LLC Dated as of March...
Agreement and Plan of Merger • March 4th, 2009 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2009 by and among Broadpoint Securities Group, Inc., a New York corporation (“Parent”), Magnolia Advisory LLC, a Delaware limited liability company (“Merger Sub” and together with Parent, the “Buying Parties”), Gleacher Partners Inc., a Delaware corporation (the “Company”), certain stockholders (the “Signing Stockholders”) of the Company signatory hereto, and each of the holders of interests in Gleacher Holdings LLC, a Delaware limited liability company (“Holdings”), signatory hereto (each such holder, other than the Company, a “Holder”, and collectively the “Holders”, and together with the Signing Stockholders, the “Selling Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2009 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the Effective Date, by and between Gleacher Partners, LLC (“Partners”), Broadpoint Capital, Inc., a New York corporation (“Capital”), Broadpoint Securities Group, Inc. (“Broadpoint”), and Eric Gleacher (“Employee”).

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