Exhibit 1.1 14,375,000 Units TAILWIND FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of April 17, 2007 by and between TAILWIND FINANCIAL INC. (the "COMPANY") and AMERICAN STOCK TRANSFER & TRUST COMPANY ("TRUSTEE"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • September 25th, 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...Purchase Option Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of April 17, 2007, by and among Tailwind Financial Inc., a Delaware corporation (the "COMPANY") and the undersigned Investors listed on...Registration Rights Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
April 17, 2007Underwriting Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks
RECITALSIndemnification Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks
EXHIBIT 4.6 SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT, dated as of April 17, 2007 (the "AGREEMENT"), by and among TAILWIND FINANCIAL INC., a Delaware corporation (the "COMPANY"), each of the holders of securities of the Company set forth...Securities Escrow Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
EXHIBIT 4.5 WARRANT AGREEMENT This Warrant Agreement (the "AGREEMENT") made as of April 17, 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 • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
