0001411686-08-000175 Sample Contracts

BROADPOINT SECURITIES GROUP, INC. Common Stock Purchase Warrant June 27, 2008
Broadpoint Securities Group, Inc. • July 1st, 2008 • Security brokers, dealers & flotation companies • New York

This Warrant is issued pursuant to, and in accordance with, the Preferred Stock Purchase Agreement dated as of the date hereof by and between the Company and Holder (the “Purchase Agreement”) and is subject to the terms thereof.

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PREFERRED STOCK PURCHASE AGREEMENT Dated as of June 27, 2008 between BROADPOINT SECURITIES GROUP, INC. and MAST CREDIT OPPORTUNITIES I MASTER FUND LIMITED
Preferred Stock Purchase Agreement • July 1st, 2008 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York

PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 27, 2008 between BROADPOINT SECURITIES GROUP, INC. a New York corporation (the “Company”), and MAST CREDIT OPPORTUNITIES I MASTER FUND LIMITED, a Cayman Islands corporation (“Mast”).

BROADPOINT SECURITIES GROUP, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 1st, 2008 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 27, 2008, by and among (i) Broadpoint Securities Group, Inc., a New York corporation (the “Company”), (ii) Mast Credit Opportunities I Master Fund Limited, a Cayman Islands corporation (“Mast”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 12 hereof (collectively, the “Investor Permitted Transferees” and each individually an “Investor Permitted Transferee”).

BROADPOINT SECURITIES GROUP, INC. PREEMPTIVE RIGHTS AGREEMENT
Preemptive Rights Agreement • July 1st, 2008 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York

This PREEMPTIVE RIGHTS AGREEMENT (the “Agreement”) is made as of the 27th day of June, 2008, by and between Broadpoint Securities Group, Inc., a New York corporation (the “Company”), and MAST Credit Opportunities I Master Fund Limited (the “Investor”). In consideration of the premises and mutual covenants contained herein, the parties hereby agree as follows:

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