ESCROW AGREEMENT ESCROW AGREEMENT dated ________ _, 2001, among GBI CAPITAL MANAGEMENT CORP., a Florida corporation ("GBI"), BERLINER EFFEKTENGESELLSCHAFT AG, a German corporation ("Berliner"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow...Escrow Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 8th day of February, 2001, by and between LADENBURG THALMANN & CO. INC. (the "Company"), a Delaware corporation, and VICTOR RIVAS ("Executive"). WHEREAS, Executive is currently...Employment Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • New York
TO THEEmployment Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services
PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT dated as of ________ _, 2001 between: (1) GBI Capital Management Corp., a corporation duly organized and validly existing under the laws of the State of Florida (the "Securing Party"); (2)...Pledge and Security Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • New York
AND THE PRINCIPALSInvestor Rights Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • Florida
TO THEEmployment Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services
STOCK PURCHASE AGREEMENT dated as of February 8, 2001 by and betweenStock Purchase Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • New York
ARTICLE I THE LOANLoan Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • New York
PROXY AND VOTING AGREEMENT, dated as of February 8, 2001 (this "Agreement"), among New Valley Corporation, a Delaware corporation ("New Valley"), Ladenburg, Thalmann Group Inc., a Delaware corporation ("LTGI"), Berliner Effektengesellschaft AG, a...Proxy and Voting Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services • Florida
SENIOR CONVERTIBLE PROMISSORY NOTE $10,000,000.00 [Aggregate to Sellers] __________, 2001 FOR VALUE RECEIVED, GBI CAPITAL MANAGEMENT CORP., a Florida corporation ("Maker"), having an address at 1055 Stewart Avenue, Bethpage, New York 11714, hereby...Senior Convertible Promissory Note • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services
GBI CAPITAL MANAGEMENT CORP. 1055 Stewart Avenue Bethpage, New York 11714Guarantee Agreement • February 21st, 2001 • Gbi Capital Management Corp • Security & commodity brokers, dealers, exchanges & services
The purpose of this letter is to assure you that GBI Capital Management Corp. ("GBI") hereby irrevocably guarantees all of the payments to be made by GBI Capital Partners Inc. (formerly known as Garnes Berland Inc.) (the "Company") and all of the benefits to be provided by the Company under the Employment Agreement dated as of August 24, 1999 between you and the Company, as the same may be amended from time to time. Subject to the terms of this letter, you may demand performance by GBI under this letter upon the failure by the Company, within a reasonable time after a formal written request by you, to make such payments or to provide such benefits under the Employment Agreement.
