0001193125-11-001659 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of January 4, 2011 among RODMAN & RENSHAW CAPITAL GROUP, INC. HHC ACQUISITION, INC. and HUDSON HOLDING CORPORATION

Merger Agreement • January 5th, 2011 • Hudson Holding Corp • Security brokers, dealers & flotation companies • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 5th, 2011
• Company
  Hudson Holding Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 4, 2011 (the “Signing Date”) among RODMAN & RENSHAW CAPITAL GROUP, INC., a Delaware corporation (“Parent”), HHC ACQUISITION, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and HUDSON HOLDING CORPORATION, a Delaware corporation (the “Company”).

FORM OF STOCKHOLDER VOTING AGREEMENT

Stockholder Voting Agreement • January 5th, 2011 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

• Contract Type
  Stockholder Voting Agreement
• Filed
  January 5th, 2011
• Company
  Hudson Holding Corp
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

This VOTING AGREEMENT, dated as of January 4, 2011 (this “Agreement”), by and among Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“Parent”), and the Persons set forth on Schedule A hereto (each, a “Stockholder”, and collectively, the “Stockholders”).