Exhibit 10.3 DISTRIBUTION AGREEMENT AGREEMENT made as of the __ day of July 2007 among Rodman & Renshaw Holding, LLC, a Delaware limited liability company ("HOLDING"), Paul Revere, LLC, a Delaware limited liability company ("PR"), R&R Capital Group,...Distribution Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.2 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ____ day of ______, 2007 (the "Effective Date") by and between ENTHRUST FINANCIAL SERVICES, INC., a Delaware corporation (the...Indemnification Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • Delaware
Exhibit 10.5 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of March 1, 2007, by and among Rodman & Renshaw Holding, LLC, a Delaware limited liability company ("Holding") and Rodman & Renshaw, LLC, a...Employment Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of December 4, 2006 (the "PLAN OF MERGER"), between Enthrust Financial Services, Inc. (the "SURVIVING CORPORATION"), a corporation organized under the laws of the State of...Agreement and Plan of Merger • January 22nd, 2007 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents
Exhibit 10.1 TAX INDEMNIFICATION AGREEMENT THIS TAX INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of July , 2007, is entered into by and between ENTHRUST FINANCIAL SERVICES, INC. (the "Company"), and the individuals and entities listed on the...Tax Indemnification Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • New York
Exhibit 4.2 FORM OF WARRANT --------------- THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN. NEITHER THIS WARRANT NOR...Exercise Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • New York
Exhibit 4.3 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July __, 2007, by and among Enthrust Financial Services, Inc, a Delaware corporation. (the "COMPANY"), and the undersigned persons...Form of Registration Rights Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.6A AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of July __, 2007, by and among Rodman & Renshaw Holding, LLC, a Delaware limited liability company ("Holding") and Rodman & Renshaw,...Employment Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents
Exhibit 2 FORM OF EXCHANGE AGREEMENT EXCHANGE AGREEMENT, dated this __ day of July, 2007, among Paul Revere, LLC, a Delaware limited liability company ("REVERE"), those shareholders of R&R Capital Group, Inc., a Delaware corporation ("RRCG") as are...Form of Exchange Agreement • July 11th, 2007 • Enthrust Financial Services Inc • Mortgage bankers & loan correspondents • New York
SECURITY AGREEMENTSecurity Agreement • November 4th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • New York
This SECURITY AGREEMENT, dated as of November 1, 2011 (this “Agreement”), is among Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Debentures due October 31, 2013 in the original aggregate principal amount of up to $__,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Rodman & Renshaw Capital Group, Inc. Vasinkevich Lock-Up Agreement November 1, 2011Rodman & Renshaw Capital Group, Inc. • November 4th, 2011 • Security brokers, dealers & flotation companies • New York
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT DATED AS OF MARCH 1, 2007, AS AMENDEDEmployment Agreement • November 3rd, 2009 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies
This Amendment (the “Amendment”) to the Employment Agreement (as defined below), is made as of the October 30, 2009 among Rodman & Renshaw Holding, LLC, a Delaware limited liability company (“Holding”), having its principal place of business at 1251 Avenue of the Americas, New York, New York 10020, Rodman & Renshaw, LLC, a Delaware limited liability company (“R&R””), having its principal place of business at 1251 Avenue of the Americas, New York, New York 10020, Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“Rodman”), having its principal place of business at 1251 Avenue of the Americas, New York, New York 10020 and Michael Vasinkevich (the “Executive”), an individual, having his principal place of business at 1251 Avenue of the Americas, New York, New York 10020.
FORM OF STOCKHOLDER VOTING AGREEMENTForm of Stockholder Voting Agreement • January 5th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2007 • Rodman & Renshaw Capital Group, Inc. • Mortgage bankers & loan correspondents • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 9, 2007, by and between Enthrust Financial Services, Inc., having its principal place of business at 1270 Avenue of the Americas, New York, NY 10017 (the “Company”), and Michael Lacovara, residing at 33 Sherwood Avenue, Greenwich, CT 06831 (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2011, between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ENTRUST FINANCIAL SERVICES, INC. Stock Purchase AgreementEntrust Financial Services • March 8th, 2005 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents
Denver, CO – Business Wire – March 7, 2005 Entrust Financial Services, Inc. (OTCBB: ENFN: the “Company”) entered into a Stock Purchase Agreement on March 4, 2005 by and among the Company, Entrust Mortgage, Inc. and BBSB, LLC (“BBSB”) pursuant to which BBSB has agreed to purchase all of the issued and outstanding shares of Entrust Mortgage in exchange for the cancellation of any and all obligations of the Company to BBSB and Entrust Mortgage and the assumption of certain obligations of the Company to third-parties (the “Stock Sale”). The closing of the Stock Sale is subject to a number of conditions, including approval of the Stock Sale by the requisite vote of the Company’s shareholders, receipt of third party consents and other customary closing conditions. In addition, BBSB may not be required to close the Stock Sale if it notifies the Company prior to April 3, 2005 that it is not satisfied with the results of its due diligence investigation of the Company or the contents of the Comp
Execution Counterpart OPERATING AGREEMENT (as amended) OF ACERAS BIOMEDICAL LLC (a Delaware limited liability company)Operating Agreement • November 15th, 2010 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • Delaware
This Operating Agreement (the “Agreement”) of ACERAS BIOMEDICAL LLC (the “Company”) is made and entered into effective as of May 9, 2008 by and among each of the Members (as defined below) listed on the signature page hereto. This Agreement, as it may be amended from time to time, shall be binding on any person who at the time is a Member (as defined below).
AGREEMENT AND PLAN OF MERGER dated as of January 4, 2011 among RODMAN & RENSHAW CAPITAL GROUP, INC. HHC ACQUISITION, INC. and HUDSON HOLDING CORPORATIONAgreement and Plan of Merger • January 5th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • 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”).
Restricted Stock Units Agreement (Employees – 2010 Performance-Vesting Grant)Restricted Stock Units Agreement • December 2nd, 2010 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies
This Restricted Stock Units Agreement (the "Agreement," which includes the "Terms and Conditions of Restricted Stock Units" attached hereto) confirms the grant on November 30, 2010 (the "Grant Date"), by Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the "Company"), to __________ ("Employee") of Restricted Stock Units ("RSUs"), as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 2001 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
This ASSET PURCHASE AGREEMENT ("Agreement"), dated as of the 13th day of December, 2000, by and among Allegro Software, Inc. (the "Company"), easyQual.com., Inc. (the "Buyer"), and FocVs Technologies, Inc. ("FocVs").
June 25, 2007Enthrust Financial Services Inc • July 11th, 2007 • Mortgage bankers & loan correspondents
GUARANTYGuaranty Agreement • January 14th, 2003 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
This GUARANTY (this “Guaranty”) is executed as of the 31st day of December, 2002 (the “Effective Date”), by Entrust Mortgage, Inc., a Colorado corporation (“Guarantor”), for the benefit of BBSB, LLC, a Colorado limited liability company (“Lender”).
Employment Agreement By and AmongFocVs Technologies, Inc. andeasyQual.com, Inc. andEdward Nichols EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2001 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
This Employment Agreement (this "Agreement") is made and entered into as of December 13, 2000 (the "Effective Date"), by and among FocVs Technologies, Inc., a Colorado corporation (the "Company"), easyQual.com, Inc., a Colorado corporation (the "Parent Company") and Edward Nichols (the "Executive").
SEPARATION AGREEMENT WITH RELEASE OF ALL CLAIMSSeparation Agreement • July 5th, 2002 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
SEPARATION AGREEMENT WITH RELEASE OF ALL CLAIMS (the “Agreement”) between James Saunders (“Employee”), Entrust Financial Services, Inc. (“Entrust”) and Entrust Mortgage, Inc. (“Company”).
PLEDGE AGREEMENTPledge Agreement • January 14th, 2003 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
This PLEDGE AGREEMENT (“Pledge Agreement”) is executed as of the 31st day of December, 2002 (the “Effective Date”) between Entrust Financial Services, Inc., a Colorado corporation (“Pledgor”), and BBSB, LLC, a Colorado limited liability company (“Lender”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 8th, 2005 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of March 4, 2005, by and among BBSB, LLC, a Colorado limited liability company (“Purchaser”), ENTRUST FINANCIAL SERVICES, INC., a Colorado corporation (“Seller”), and ENTRUST MORTGAGE, INC., a Colorado corporation (the “Company”). Certain capitalized terms used in this Agreement but not defined herein are defined on Exhibit A.
ESCROW AGREEMENTEscrow Agreement • January 14th, 2003 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
Entrust Financial Services, Inc., a Colorado corporation (the “Company”) and BBSB, LLC, a Colorado limited liability company (the “Holder”), wish to establish an escrow account with The Bank of Cherry Creek, a Branch of Western National Bank, hereinafter referred to as Escrow Agent, for the purposes established herein.
NON-RECOURSE SUBSIDIARY GUARANTEENon-Recourse Subsidiary Guarantee • November 4th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • New York
NON-RECOURSE SUBSIDIARY GUARANTEE, dated as of November 1, 2011 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”) and the Purchasers.
RODMAN & RENSHAW CAPITAL GROUP, INC. 2010 STOCK AWARD AND INCENTIVE PLAN Restricted Stock Units Agreement (Employees – 2011 Performance-Vesting Grant)Restricted Stock Units Agreement • April 14th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • New York
This Restricted Stock Units Agreement (the “Agreement,” which includes the “Terms and Conditions of Restricted Stock Units” attached hereto) confirms the grant on April 8, 2010 (the “Grant Date”), by Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), to Anthony Sanfilippo (“Employee”) of Restricted Stock Units (“RSUs”), as follows:
16% CONVERTIBLE SUBORDINATED DEBENTUREEntrust Financial Services Inc • April 12th, 2002 • Mortgage bankers & loan correspondents • Colorado
FOR VALUE RECEIVED, the undersigned, Entrust Financial Services. Inc., a Colorado corporation (the “Company”), with their principal offices located at 6795 E. Tennessee, Suite 500, Denver, Colorado 80224, promises to pay to the order of Bayview Marketing, Inc. (the “Holder”), or its assigns, at 237 Tramway Drive B, Stateline, NV., 89449, the principal amount of ONE HUNDRED, SIXTY-TWO THOUSAND,ONE HUNDRED AND NO/100 DOLLARS ($162,100.00) (the “Original Principal Amount”) in legal and lawful money of the United States of America, together with interest (calculated on the basis of a 360-day year) on the Unpaid Principal Balance (as herein defined) from the date of this Debenture until maturity at the rate of sixteen percent (16%) per annum. All past due principal and interest will bear interest at the Maximum Rate (as herein defined).
] Shares Rodman & Renshaw Capital Group, Inc. Common Stock par value $.001 per share Underwriting AgreementRodman & Renshaw Capital Group, Inc. • September 20th, 2007 • Mortgage bankers & loan correspondents • New York
Sandler O'Neill & Partners, L.P., as Representative of the several Underwriters named in Schedule I hereto, 919 Third Avenue, 6th Floor, New York, New York 10022
Rodman & Renshaw Capital Group, Inc. Public Offering of Common Stock Lock-Up AgreementRodman & Renshaw Capital Group, Inc. • October 12th, 2007 • Mortgage bankers & loan correspondents • New York
Sandler O’Neill & Partners, L.P. As representative of the several Underwriters Listed in Schedule I to the Underwriting Agreement referenced below 919 Third Avenue 6th Floor New York, New York 10022
RODMAN & RENSHAW CAPITAL GROUP, INC. Issuer AND [___________________] Trustee INDENTURE Dated as of [_____________] Subordinated Debt SecuritiesRodman & Renshaw Capital Group, Inc. • November 12th, 2009 • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of [_________________], between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), and ______, as trustee (the “Trustee”):
ContractSecurity Agreement • January 14th, 2003 • Entrust Financial Services Inc • Mortgage bankers & loan correspondents • Colorado
FORM OF WAIVER AGREEMENTWaiver Agreement • November 4th, 2011 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies
