EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of , 2010, by and between Imperial Capital Group, L.P., a Delaware limited partnership (“ICG LP”), and Jason W. Reese (“Executive”).
LIMITED LIABILITY COMPANY AGREEMENT FOR ICGI HOLDINGS, LLC As of , 20Limited Liability Company Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Limited Liability Company Agreement (this “Agreement”), of ICGI Holdings, LLC (the “Company”) is made as of , 2010, by and among the parties listed on the signature pages hereof (the “Members”).
EXCHANGE AGREEMENT by and among IMPERIAL CAPITAL GROUP, INC., ICGI HOLDINGS, LLC and IMPERIAL CAPITAL GROUP, LLC Dated as of [—], 2010Exchange Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of [—], 2010, by and among Imperial Capital Group, Inc., a Delaware corporation (“ICGI”), ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings”) and Imperial Capital Group, LLC, a Delaware limited liability company (“ICG LLC” and together with ICGI and ICGI Holdings, the “Parties” and each a “Party”).
CONTRIBUTION AGREEMENT by and among THE MEMBERS OF IMPERIAL CAPITAL GROUP, LLC and ICGI HOLDINGS, LLC Dated as of [—], 2010Contribution Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [—], 2010, by and among the members of Imperial Capital Group, LLC listed on the signature page hereto (each a “ICG LLC Member” and collectively the “ICG LLC Members”) and ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings” and together with the ICG LLC Members, the “Parties” and each a “Party”).
REGISTRATION RIGHTS AGREEMENT By and among IMPERIAL CAPITAL GROUP, INC. and IMPERIAL CAPITAL GROUP HOLDINGS, LLC and ICGI HOLDINGS, LLC Dated as of [—], 2010Registration Rights Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [—], 2010, by and among Imperial Capital Group, Inc., a Delaware corporation (the “Company”), Imperial Capital Group Holdings, LLC, a Delaware limited liability company (“ICGH LLC”), and ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings,” and together with ICGH LLC, the “Covered Persons”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF IMPERIAL CAPITAL GROUP, L.P. Dated as of , 2010Limited Partnership Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Imperial Capital Group, L.P. (formerly known as, and successor by statutory conversion to, Imperial Capital Group, LLC) (the “Partnership”) is entered into and shall be effective as of the commencement of business on the day of , 2010, by and between Imperial Capital Group, Inc., a Delaware corporation (the “Public Company” or the “General Partner”), ICGI Holdings, LLC, a Delaware limited liability company (“ICGI Holdings” or the “Initial General Partner”) and Imperial Capital Group Holdings, LLC (the “ICGH LLC”), pursuant to the provisions of the Act, on the terms and conditions set forth hereinafter.
TAX RECEIVABLE AGREEMENT by and between IMPERIAL CAPITAL GROUP, INC. and ICGI HOLDINGS, LLC Dated as of [—], 2010Tax Receivable Agreement • January 27th, 2010 • Imperial Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of , 2010, by and between Imperial Capital Group, Inc., a Delaware company (the “Corporation”), and ICGI Holdings, LLC, a Delaware limited liability company (“Holdings” and together with the Corporation, the “Parties” and each a “Party”).
