0001047469-13-002976 Sample Contracts

FULLY DISCLOSED CLEARING AGREEMENT OF PERSHING LLC ([FINRA MEMBER])
Disclosed Clearing Agreement • March 18th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

THIS AGREEMENT is made and entered into this 26 day of February, 2008 by and between Pershing LLC (“Pershing”), a limited liability company, and Broadpoint Capital, Inc. (“Broker”), a New York corporation.

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ASSET PURCHASE AGREEMENT Dated as of March 6, 2007 Among DEPFA BANK PLC, FIRST ALBANY CAPITAL INC. and FIRST ALBANY COMPANIES INC
Asset Purchase Agreement • March 18th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 6, 2007, among DEPFA BANK plc, an Irish public limited company (“Buyer”), First Albany Capital Inc., a New York corporation (“Seller”), and First Albany Companies Inc., a New York corporation (“Parent”).

FIRST ALBANY COMPANIES INC.
Incentive Compensation Plan Restricted Stock Units Agreement • March 18th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

THIS RESTRICTED STOCK UNITS AGREEMENT (the “Agreement”) confirms the grant on September 21, 2007 (the “Grant Date”) by First Albany Companies Inc., a New York corporation (the “Company”), to [insert name of employee] (“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend Equivalents as specified herein, as follows:

INVESTMENT AGREEMENT Dated as of May 14, 2007 between FIRST ALBANY COMPANIES INC. and MATLINPATTERSON FA ACQUISITION LLC
Investment Agreement • March 18th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

INVESTMENT AGREEMENT (this “Agreement”), dated as of May 14, 2007, between FIRST ALBANY COMPANIES INC., a New York corporation (the “Company”), and MATLINPATTERSON FA ACQUISITION LLC, a Delaware limited liability company (the “Investor”),

Gleacher & Company, Inc. Gleacher & Company Securities, Inc.
Gleacher & Company, Inc. • March 18th, 2013 • Security brokers, dealers & flotation companies • New York

This agreement (the “Agreement”) will memorialize the terms of your resignation as a director and officer of Gleacher & Company, Inc. (“Gleacher”), Gleacher & Company Securities, Inc. (“Gleacher Securities”) and their affiliated entities set forth in paragraph 1, below, and your continuing relationship with Gleacher Securities.

REGISTRATION RIGHTS AGREEMENT dated as of September 21, 2007 between FIRST ALBANY COMPANIES INC. and MATLINPATTERSON FA ACQUISITION LLC
Registration Rights Agreement • March 18th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

Registration Rights Agreement (this “Agreement”) dated as of September 21, 2007 by and among FIRST ALBANY COMPANIES INC., a New York corporation (the “Company”), MATLINPATTERSON FA ACQUISITION LLC, a Delaware limited liability company (the “Principal Investor”), and the other Persons who have executed this Agreement as “Other Investors” (the “Other Investors” and, together with the Principal Investor, the “Investors”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • New York

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of March 4, 2008, among BROADPOINT SECURITIES GROUP, INC., f/k/a First Albany Companies Inc., a New York corporation (the “Company”), MATLINPATTERSON FA ACQUISITION LLC, a Delaware limited liability company (the “Principal Investor”), ROBERT M. FINE (“Fine”) and ROBERT M. TIRSCHWELL (together with Fine, the “Other Investors”), to the Registration Rights Agreement, dated as of September 21, 2007 (the “Registration Rights Agreement”). Capitalized terms used an not otherwise defined in this Amendment have the meanings set forth in the Registration Rights Agreement.

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