ASSET PURCHASE AGREEMENT Dated as of December 3, 2007 By and Among LEHMAN BROTHERS INC. VAN DER MOOLEN USA, INC. And VAN DER MOOLEN SPECIALISTS USA, LLCAsset Purchase Agreement • June 30th, 2008 • Van Der Moolen Holding Nv • Security brokers, dealers & flotation companies • New York
This Asset Purchase Agreement (this “Agreement”), dated as of December 3, 2007, is made by and among Van der Moolen USA, INC., a corporation formed under the laws of Delaware (the “Parent”), Van der Moolen Specialists USA, LLC, a limited liability company incorporated under the laws of New York (the “Seller”), and Lehman Brothers Inc., a corporation formed under the laws of Delaware (the “Buyer”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT AMONG MILBRIDGE IV, LLC AS THE BUYER VAN DER MOOLEN HOLDING N.V. AS THE GUARANTOR AND THE SELLERS NAMED HEREIN Dated as of August 1, 2007Membership Interest Purchase Agreement • June 30th, 2008 • Van Der Moolen Holding Nv • Security brokers, dealers & flotation companies • New York
MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2007, among Milbridge IV, LLC, a New York limited liability company, (the “Buyer”) and, solely with respect to Section 8.15 hereof, Van der Moolen Holding N.V., a Dutch limited liability company (the “Guarantor”), and those members listed on Schedule A attached hereto (collectively, the “Sellers”).
FIFTH AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF VAN DER MOOLEN SPECIALISTS USA, LLC Dated: as of July 1, 2007Operating Agreement • June 30th, 2008 • Van Der Moolen Holding Nv • Security brokers, dealers & flotation companies
FIFTH AMENDMENT, dated as of July 1, 2007 (the “Amendment”), to the Amended and Restated Operating Agreement, dated December 1, 2004, as amended by the First Amendment, dated December 30, 2004, the Second Amendment dated January 3, 2005, the Third Amendment dated July 1, 2006 and the Fourth Amendment dated April 23, 2007 (the “Operating Agreement”), of Van der Moolen Specialists USA, LLC, a New York limited liability company (the “Company”), by and among the entity and individuals listed on Schedule A hereto (each, a “Member” and collectively, the “Members”).
