Hudson Holding Corp Sample Contracts

WITNESSESTH:
Employment Agreement • December 4th, 2007 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York
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WITNESSESTH:
Employment Agreement • January 9th, 2007 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New Jersey
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • December 1st, 2006 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York
Exhibit 6 REGISTRATION RIGHTS AGREEMENT by and among HUDSON HOLDINGS CORPORATION
Registration Rights Agreement • November 24th, 2009 • Hudson Holding Corp • Security brokers, dealers & flotation companies • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 24th, 2008 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2008, by and among Hudson Holding Corporation, a Delaware corporation (the “Company”), and the “Purchasers” named in that certain purchase agreement by and among the Company and the Purchasers. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of January 4, 2011 among RODMAN & RENSHAW CAPITAL GROUP, INC. HHC ACQUISITION, INC. and HUDSON HOLDING CORPORATION
Agreement and Plan of Merger • January 31st, 2011 • Hudson Holding Corp • Security brokers, dealers & flotation companies • Delaware

AMENDED AND RESTATED 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 7th, 2010 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

This Securities Purchase Agreement (this “AGREEMENT”) is dated as of December 30, 2009, among Hudson Holding Corporation, a Delaware corporation (the “COMPANY”), and the purchasers identified on the signature pages hereto (each a “PURCHASER” and collectively the “PURCHASERS”); and

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER
Asset Purchase Agreement • January 14th, 1997 • Health Outcomes Management Inc • Services-prepackaged software • Minnesota
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 24th, 2008 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2008, among Hudson Holding Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and

REGISTRATION RIGHTS AGREEMENT by and among HUDSON HOLDINGS CORPORATION and THE INITIAL HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of October 14, 2009
Registration Rights Agreement • November 16th, 2009 • Hudson Holding Corp • Security brokers, dealers & flotation companies • Delaware

REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of October , 2009, by and among Hudson Holding Corporation, a Delaware corporation (the “Company”) and the investors specified on the signature pages hereof (each, an “Investor,” and together the “Initial Holders”).

L E A S E
Lease • June 26th, 2009 • Hudson Holding Corp • Security brokers, dealers & flotation companies

LEASE, dated as of April 29th, 2009, between PARAMOUNT GROUP, INC., as Agent for 900 THIRD AVENUE, L. P. (Landlord), having offices at 1633 Broadway and HUDSON SECURITIES, INC. (Tenant), a Delaware corporation, with a Federal Tax Identification Number of 22-481089 and having an office at 111 Town Square Place, 15th Floor, Jersey City, NJ 07310 (Lease).

FORM OF STOCKHOLDER VOTING AGREEMENT
Form of Stockholder Voting Agreement • January 5th, 2011 • Hudson Holding Corp • 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”).

AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2008 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New Jersey

This AMENDMENT NO.1 (the “Amendment”), dated May 19, 2008, is entered into by and between Hudson Holding Corp., a Delaware corporation (the “Company”), and Keith R. Knox (the “Employee”), for the purpose of amending the terms of that certain Employment Agreement, dated January 1, 2007 (the “Agreement”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 23rd, 2001 • Health Outcomes Management Inc • Services-prepackaged software • Minnesota

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of the ____ day of ____________, 2001 by and between Quality Business Solutions, Inc., d/b/a QBS, a Minnesota corporation, ("Buyer") and Health Outcomes Management, Inc., a Minnesota corporation, ("Seller").

Re: Clearing Agreement
Hudson Holding Corp • June 29th, 2010 • Security brokers, dealers & flotation companies • New York

This Agreement sets forth the terms and conditions under which the Broadcort Division of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Clearing Firm”) will act as your clearing broker to carry and clear, on a fully disclosed basis, cash and margin accounts (the “Accounts”) for you and your customers (the “Customers”). For purposes of this Agreement, you shall hereinafter be referred to as “you” or the “Introducing Firm.” This Agreement shall apply only to securities and related transactions for which pricing provisions are set forth in Schedule A hereto. This Agreement shall become effective upon approval of the Financial Industry Regulatory Authority (“FINRA”).

AGREEMENT TO TERMINATE REGISTRATION RIGHTS AGREEMENT
Agreement to Terminate Registration Rights Agreement • January 10th, 2011 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

This Agreement to Terminate Registration Rights Agreement (this “Agreement”) is made and entered into as of January 4, 2011, by and between Hudson Holding Corporation, a Delaware corporation (the “Company”), and Seaport Hudson LLC, a Delaware limited liability company (the “Investor”).

EXHIBIT 10(i) AGREEMENT
Health Outcomes Management Inc • June 11th, 1998 • Services-prepackaged software
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HUDSON HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 14th, 2011 • Hudson Holding Corp • Security brokers, dealers & flotation companies
JOINT FILING AGREEMENT
Joint Filing Agreement • January 14th, 2011 • Hudson Holding Corp • Security brokers, dealers & flotation companies

Pursuant to, and in accordance with, the requirements of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, each party hereto hereby agrees to jointly file a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Hudson Holding Corporation, a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such joint filings.

FULLY DISCLOSED CLEARING AGREEMENT AS AMENDED BETWEEN RIDGE CLEARING & OUTSOURCING SOLUTIONS, INC. -and- HUDSON SECURITIES INC.
Clearing Agreement • August 12th, 2008 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

This agreement (the “Agreement”), dated as of December 1, 2007, between Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”) and Hudson Securities Inc. (“Correspondent”), sets forth the terms and conditions under which Ridge will provide execution and clearing services, on a fully disclosed basis, to Correspondent and its customers. Ridge will provide such services only to the extent required by this Agreement, and shall not be responsible for any duties or obligations not specifically allocated to Ridge by this Agreement. Nothing in this Agreement shall be deemed to delegate to Ridge any regulatory obligation of Correspondent. The parties agree that the target date for the conversion of Correspondent onto the Services is April 1, 2008.

SUBLEASE
Sublease • June 26th, 2009 • Hudson Holding Corp • Security brokers, dealers & flotation companies

This Sublease is made as of April 4, 2006 by and between CHARLES SCHWAB & CO., INC., a California corporation (“Sublandlord”), and HUDSON SECURITIES, INC., a Delaware corporation (“Subtenant”).

EXHIBIT C CLOSING ESCROW AGREEMENT
C Closing Escrow Agreement • November 13th, 2001 • Health Outcomes Management Inc • Services-prepackaged software • Minnesota

THIS CLOSING ESCROW AGREEMENT is made and entered into as of the 1st day of November, 2001, by and among Quality Business Solutions, Inc., a Minnesota corporation ("Buyer"), Health Outcomes Management, Inc., a Minnesota corporation ("Seller"), and Ridgedale State Bank, a Minnesota banking corporation ("Escrow Agent").

EXHIBIT H BILL OF SALE
Health Outcomes Management Inc • November 23rd, 2001 • Services-prepackaged software

FOR VALUE RECEIVED, the undersigned, HEALTH OUTCOMES MANAGEMENT, INC., a Minnesota corporation (the "Seller"), hereby conveys unto QUALITY BUSINESS SOLUTIONS, INC., a Minnesota corporation, (the "Buyer") its successors and assigns, all of its right, title and interest in and to the Assets, as that term is defined in that certain Asset Purchase Agreement dated October 30, 2001, between the parties.

GUARANTY
Sublease Guaranty • June 26th, 2009 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New Jersey

SUBLEASE GUARANTY (the “Guaranty”) dated as of April 4, 2006 made by HUDSON HOLDING CORP., a Delaware corporation (“Guarantor”), having an address at 111 Pavonia Avenue, Jersey City, New Jersey 07310, to and in favor of CHARLES SCHWAB & CO., INC., 101 Montgomery Street, San Francisco, California 94104 (“Sublandlord”).

SUBLEASE AGREEMENT
Sublease Agreement • June 29th, 2010 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

THIS SUBLEASE AGREEMENT (“Sublease”) is executed effective as of January_28, 2010, by and between Hudson Securities, Inc. a Delaware corporation (“Sublandlord”) and JW Asset Management, LLC, a . (“Subtenant”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2008 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New York

This Employment Agreement (the “Agreement”), dated as of January 10, 2008 (“Agreement Date”), by and between Hudson Securities, Inc., a Delaware corporation (“Company”), having an address of 111 Town Square Place, 15th Floor, Jersey City, New Jersey 07310, and David Scialabba (the “Employee”), residing at 210-B Sunset Road, Oyster Bay, New York 11771.

EXHIBIT G LICENSE AGREEMENT
Exhibit G License Agreement • November 27th, 2001 • Health Outcomes Management Inc • Services-prepackaged software • Minnesota

THIS AGREEMENT made as of November 1, 2001, by and between Health Outcomes Management, Inc. a corporation organized and existing under the laws of the State of Minnesota, whose principal place of business is located at 2331 University Avenue SE, Minneapolis, MN 55414 (hereinafter referred to as "Licensor") and Quality Business Solutions, Inc., a corporation organized and existing under the laws of the State of Minnesota, whose principal place of business is located at 1250 Northland Drive, #155, Mendota Heights, MN 55120 (hereinafter referred to as "Licensee").

EXHIBIT J NON-SOLICITATION AGREEMENT
Exhibit J Non-Solicitation Agreement • November 27th, 2001 • Health Outcomes Management Inc • Services-prepackaged software • Minnesota

THIS AGREEMENT is made and entered into as of this 1st day of November 2001 by and between Health Outcomes Management, Inc., a Minnesota corporation ("Seller"), and Quality Business Solutions, Inc., a Minnesota corporation ("Buyer").

ASSET PURCHASE AGREEMENT BY AND AMONG NEXT GENERATION HOLDING, L.L.C., NEXT GENERATION EQUITY RESEARCH, L.L.C. TIMOTHY M. FIERCE AND MICHAEL W. BOEHM, HUDSON HOLDING CORPORATION AND HUDSON SECURITIES, INC.
Asset Purchase Agreement • March 8th, 2010 • Hudson Holding Corp • Security brokers, dealers & flotation companies • New Jersey

This ASSET PURCHASE AGREEMENT (“Agreement”), dated as of March 2, 2010, is entered into by and among Next Generation Holding, L.L.C., an Illinois limited liability company (“Next Generation”), Next Generation Equity Research, L.L.C., an Illinois limited liability company (“Research”), Hudson Holding Corporation, a Delaware corporation (“Hudson”), and Hudson Securities, Inc., a Delaware corporation and wholly-owned subsidiary of Hudson (“Hudson Securities”), and Timothy M. Fierce (“Fierce”) and Michael W. Boehm (“Boehm”) in respect of Section 4 and Section 8.

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