0001144204-08-028244 Sample Contracts

STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc.
Office Lease • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York

Ten years (or until such term shall sooner cease and expire as hereinafter provided) to commence on November 1, 1996 (the “Commencement Date”) and to end on October 31, 2006, both dates inclusive, at an annual rental rate of: One Hundred Thirty-one Thousand One Hundred Eighty and no/100 ($131,180.00) Dollars per annum, subject to the concession set forth in Article 67 below, which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any set off or deduction whatsoever, except that Tenant shall pay the first monthly installment(s) on the execution hereof (unless this lease be a renewal).

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Contract
Employment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as a October 31, 2000, and is entered into between Asset Alliance Corporation, a Delaware corporation (the “Company”), and Bruce H. Lipnick (the “Employee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 31, 2000, and is entered into between Asset Alliance Corporation, a Delaware corporation (the “Company”), and Arnold L. Mintz (the “Employee”).

LEASE MODIFICATION AGREEMENT
Lease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks

AGREEMENT made this 1st day of November 1996, by and between JOSEPH P. DAY RELATY CORP., as agent for 800 Third Avenue Associates (“Owner”), having an office at 9 East 40th Street, New York, New York 10016, and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;

EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of July 10, 2000, and is entered into between Asset Alliance Corporation, a Delaware corporation (the “Company”), and Stephen G. Bondi (the “Employee”).

ESCROW AGREEMENT by and among TAILWIND FINANCIAL INC., TWF ACQUISITION CORPORATION, BRUCE H. LIPNICK, and AMERICAN STOCK TRANSFER & TRUST COMPANY Dated as of _______________________, 200_
Escrow Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks • Delaware

This ESCROW AGREEMENT, dated as of ________ __, 200_ (this “Escrow Agreement”), is by and among (i) American Stock Transfer & Trust Company (the “Escrow Agent”), (ii) Tailwind Financial Inc., a Delaware corporation (“Parent”), (iii) TWF Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and (iv) Bruce H. Lipnick, acting as the Company Representative referenced herein and in the Merger Agreement referred to below (the “Company Representative”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement.

LEASE MODIFICATION AGREEMENT
Lease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks

AGREEMENT made this 8th day of December 1997 between JOSEPH P. DAY REALTY CORP., as agent for 800 Third Avenue Associates (“Owner”), 9 East 40th Street, New York, New York 10016 and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;

THIRD LEASE MODIFICATION AGREEMENT
Third Lease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks

AGREEMENT made this 1st day of July 2004 between JOSEPH P. DAY RELATY CORP., as agent for 800 Third Avenue Associates, LLC (“Owner”), 9 East 40th Street, New York, New York 10016, and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;

SECOND LEASE MODIFICATION AGREEMENT
Second Lease Modification Agreement • May 13th, 2008 • Tailwind Financial Inc. • Blank checks

AGREEMENT made this 14th day of April 2000 between JOSEPH P. DAY REALTY CORP., as agent for 800 Third Avenue Associates, LLC (“Owner”), 9 East 40th Street, New York, New York 10016, and ASSET ALLIANCE CORPORATION (“Tenant”), 800 Third Avenue, New York, New York 10022;

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