0001104659-13-062140 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 9th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • Delaware

This Indemnification Agreement, dated as of , is made by and between Gleacher & Company, Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”).

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EXHIBIT “A” INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 9th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies • Delaware

This Agreement (the “Indemnification Agreement”) is made as of the 31st day of May, 2013 by and between Gleacher & Company, Inc. (the “Company”), and Christopher J. Kearns (“Kearns”) and Capstone Advisory Group, LLC (together with its subsidiary, Capstone Management Services, LLC, and its other subsidiaries, “Capstone”). Kearns, Capstone, and their respective agents, members, officers, employees, contractors, representatives and affiliates are referred to herein as the “Indemnitees”.

CAPSTONE ADVISORY GROUP, LLC
Retention Agreement • August 9th, 2013 • Gleacher & Company, Inc. • Security brokers, dealers & flotation companies

This letter agreement confirms the engagement of Capstone Advisory Group, LLC (“Capstone”) by Gleacher & Company, Inc. (collectively with its subsidiaries, the “Company”) (the “Agreement”) to provide the services described herein. Such services shall be provided under the direction of Christopher J. Kearns (the “CRO”). In the discretion of the Company’s Board of Directors, the CRO may be appointed to be the Company’s Chief Restructuring Officer. The CRO’s engagement team will include Capstone Advisory Group, LLC (“Capstone”), its professional staff, and, if required, professional staff from its wholly owned subsidiary and investment advisor, Capstone Management Services, LLC (together with Capstone, “Capstone Group”).

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