0000930413-08-003655 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 5th, 2008 • Rodman & Renshaw Capital Group, Inc. • Security brokers, dealers & flotation companies • New York

This ASSET PURCHASE AGREEMENT dated as of May 9, 2008 (the “Agreement”), by and among COSCO Capital Management LLC, a New York limited liability company (“CCM”), COSCO Capital Texas LP, a Texas limited partnership (“CTLP”), Private Energy Securities, Inc., a Connecticut corporation (“PESI” and together with CCM and CTLP sometimes hereinafter called a “Seller” and collectively the “Sellers”), Cameron O. Smith (“Smith”), William E. Weidner (“Weidner”), Lane W. McKay (“McKay”) and T. Prescott Kessey (“Kessey”), on the one hand, and Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“Rodman”) and Rodman & Renshaw, LLC, a Delaware limited liability company (“RRLLC”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the respective meaning assigned to such terms in Exhibit A annexed hereto and on the Schedules hereto.

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