0000791963-11-000002 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 5th, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York

This REGISTRATION RIGHTS AGREEMENT dated April 12, 2011 (the “Agreement”) is entered into by and among Oppenheimer Holdings Inc, a Delaware corporation (the “Company”), E.A. Viner International Co., a Delaware corporation (“Viner”), Viner Finance Inc., a Delaware Corporation (“Viner Finance” and together with Viner, the “Guarantors”) and Morgan Stanley & Co. Incorporated, as representative (the “Representative”) of the several Initial Purchasers listed on Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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SECURITY AGREEMENT by and among OPPENHEIMER HOLDINGS INC. as Grantor, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral Agent. Dated as of April 12, 2011
Security Agreement • May 5th, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York

This Security Agreement, dated as of April 12, 2011 (this “Agreement”), by and among OPPENHEIMER HOLDINGS INC., a Delaware corporation (the “Company”) and each of the Subsidiary Guarantors referred to below (together with the Company, each a “Grantor” and, collectively together with any Additional Grantors, as defined herein, the “Grantors”) in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).

INDENTURE Dated as of April 12, 2011 Among OPPENHEIMER HOLDINGS INC., THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...
Execution Version • May 5th, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of April 12, 2011, among Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and as Collateral Agent.

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