CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENTConsent, Assignment and Assumption Agreement • May 6th, 2008 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS CONSENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”), is entered into as of [l], 2008, by and among FA TECHNOLOGY VENTURES CORPORATION, a Delaware corporation (the “Assignor”); FA TECHNOLOGY HOLDING LLC, a Delaware limited liability company (the “Assignee”); and FATV GP LLC, a Delaware limited liability company (the “Consenting Party”). Assignor, Assignee and the Consenting Party are referred to collectively herein as the “Parties.”
TRANSITION AGREEMENTTransition Agreement • May 6th, 2008 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS TRANSITION AGREEMENT (“Agreement”) is entered into as of the 30th day of April, 2008 by and among (i) BROADPOINT SECURITIES GROUP, INC. (f/k/a FIRST ALBANY COMPANIES INC.) (“Broadpoint”), a New York corporation, (ii) FA TECHNOLOGY VENTURES CORPORATION (“MgmtCo”), a Delaware corporation (iii) FA TECHNOLOGY HOLDING, LLC (“NewCo”), a Delaware limited liability company, and (iv) GEORGE C. McNAMEE, GREGORY A. HULECKI, KENNETH A. MABBS, GIRI C. SEKHAR, JOHN A. COCOCCIA and CLAIRE WADLINGTON (collectively, the “FATV Principals”) with regard to a proposed restructuring of the investment management arrangements relating to FA Technology Ventures , L.P. (“Fund II”), an existing venture capital fund managed by MgmtCo, and the formation of FA Technology Ventures III, L.P. (together with any parallel investment vehicle, “Fund III”), a new venture capital fund to be sponsored and managed by NewCo and its subsidiaries (collectively, the “Transactions”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 6th, 2008 • Broadpoint Securities Group, Inc. • Security brokers, dealers & flotation companies • New York
This Placement Agent Agreement, dated as of April 30, 2008 (the “Agreement”), among BROADPOINT CAPITAL, INC. (f/k/a FIRST ALBANY CAPITAL INC.) (“Broadpoint”), a New York corporation, and FA TECHNOLOGY HOLDING, LLC, a Delaware limited liability company (“Fund Sponsor”).
