Exhibit 1.1 14,375,000 Units TAILWIND FINANCIAL INC. UNDERWRITING AGREEMENTTailwind Financial Inc. • March 15th, 2007 • Blank checks • New York
EXTENSION AGREEMENTExtension Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • Delaware
EXHIBIT 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [-], 2007 by and between TAILWIND FINANCIAL INC. (the "COMPANY") and AMERICAN STOCK TRANSFER & TRUST COMPANY ("TRUSTEE"). WHEREAS, the Company's Registration Statement on...Investment Management Trust Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • New York
TAILWIND FINANCIAL INC. 874023 11 2 WARRANTTailwind Financial Inc. • March 15th, 2007 • Blank checks
THIS CERTIFIES THAT, for value received ________________________________________ is the registered holder of a Warrant or Warrants expiring _____________, 2011 (the "WARRANT") to purchase one fully paid and non-assessable share of Common Stock, par value $.001 per share ("SHARES"), of Tailwind Financial Inc., a Delaware corporation (the "COMPANY"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's acquisition of one or more assets or operating businesses through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination, and (ii) ___________________________, 2008, such number of Shares of the Company at the price of [$6.00/$7.20] per share, upon surrender of this Warrant Certificate accompanied by the annexed duly executed subscription form and payment of the Warrant Price at the office or agency
EXHIBIT 10.4 TAILWIND FINANCIAL INC. SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (the "AGREEMENT") is made as of the 20th day of September, 2006, by and between TAILWIND FINANCIAL INC., a...Subscription Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • Delaware
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of ______________, 2007, by and among Tailwind Financial Inc., a Delaware corporation (the "COMPANY") and the undersigned Investors...Registration Rights Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.12 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
EXHIBIT 4.6 SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT, dated as of ______________, 2007 (the "AGREEMENT"), by and among TAILWIND FINANCIAL INC., a Delaware corporation (the "COMPANY"), each of the holders of securities of the Company set...Securities Escrow Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.13 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
EXHIBIT 10.15 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
EXHIBIT 10.8 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
EXHIBIT 4.5 WARRANT AGREEMENT This Warrant Agreement (the "AGREEMENT") made as of ________, 2007 between Tailwind Financial Inc., a Delaware corporation, with offices at BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3 (the...Warrant Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 4.4 THE REGISTERED HOLDER (AS DEFINED BELOW) OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION...Registration Rights Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.7 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
EXHIBIT 10.6 TAILWIND FINANCIAL INC. SECOND AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (the "AGREEMENT") is made as of the 14th day of March, 2007, by and between TAILWIND FINANCIAL...Warrant Purchase Agreement • March 15th, 2007 • Tailwind Financial Inc. • Blank checks • Delaware
EXHIBIT 10.11 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
EXHIBIT 10.9 Tailwind Financial Inc. BCE Place, 181 Bay Street, Suite 2040 Toronto, Ontario, Canada M5J 2T3 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the...Tailwind Financial Inc. • March 15th, 2007 • Blank checks
