10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2007
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission File Number: 001-33385

Tailwind Financial Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	13-4338095 (I.R.S. Employer Identification No.)
BCE Place, 181 Bay Street Suite 2040 Toronto, Ontario, Canada (Address of Principal Executive Offices)	M5J 2T3 (Zip Code)

Registrant's telephone number, including area code: (416) 601-2422

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Units	American Stock Exchange
Common Stock, par value $0.001 per share	American Stock Exchange
Warrants	American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o No ý

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o No ý

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                Accelerated filer o                Non-accelerated filer ý

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ý No o

        As of December 31, 2006, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was zero.

        Number of shares of common stock outstanding as of September 6, 2007: 13,323,588.

TABLE OF CONTENTS

Item	Description	Page
PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	18
ITEM 1B.	UNRESOLVED STAFF COMMENTS	40
ITEM 2.	PROPERTIES	40
ITEM 3.	LEGAL PROCEEDINGS	40
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	40
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	41
ITEM 6.	SELECTED FINANCIAL DATA	44
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	47
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	47
ITEM 9A.	CONTROLS AND PROCEDURES	47
ITEM 9B.	OTHER INFORMATION	47
PART III
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	48
ITEM 11.	EXECUTIVE COMPENSATION	52
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	53
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	55
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	57
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	58
	SIGNATURES	60

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements regarding, among others, (a) our expectations about possible business combinations, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "will," should," "expect," "anticipate," "approximate," "estimate," "believe," "intend," "plan," or "project," or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found in this report. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks described in this report. In light of these risks and uncertainties, the events anticipated in the forward-looking statements may or may not occur.

        Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. No one should rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

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our status as a development stage company;



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our dissolution or liquidation prior to a business combination;



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the reduction of the proceeds held in the trust account due to third party claims;



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our selection of a prospective target business or asset;



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our issuance of our capital shares or incurrence of debt to consummate a business combination;



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our ability to consummate an attractive business combination due to our limited resources and the significant competition for business combination opportunities;



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our dependence on our key personnel;



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conflicts of interest of our officers, directors and existing investors;



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potential future affiliations of our officers and directors with competing businesses;



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our ability to obtain additional financing if necessary;



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the control by our private stockholders of a substantial interest in us;



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our common stock becoming subject to the SEC's penny stock rules;



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the adverse effect our outstanding warrants may have on the market price of our common shares;



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the existence of registration rights with respect to the securities owned by our private stockholders;



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our being deemed an investment company;



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the lack of a market for our securities;

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costs of complying with United States securities laws and regulations;



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market risks;



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risks of acquiring and operating a business outside the United States; and



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regulatory risks and operational risks.

        Any forward-looking statement made by us speaks only as of the date on which we make it, and is expressly qualified in its entirety by the foregoing cautionary statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

        These risks and others described below under Item 1A "Risk Factors" are not exhaustive.

PART I

ITEM 1. BUSINESS

Introduction

        Tailwind Financial Inc. is a blank check development stage company organized under the laws of the State of Delaware on June 30, 2006. We were formed to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination, one or more businesses in the financial services industry. Other than interest income, we have not generated revenue to date. We are considered to be in the development stage and are subject to the risks associated with activities of development stage companies. Since our initial public offering in April 2007, we have been actively engaged in identifying a suitable business combination candidate. We have met with potential target companies, service professionals and other intermediaries to discuss our company, the background of our management and our combination preferences. However, as of the date of filing of this report we have not consummated any business combination. Unless the context otherwise requires, references in this report to "the Company," "we," "us," and "our" refer to Tailwind Financial Inc.

        A registration statement for our initial public offering was declared effective on April 11, 2007. On April 17, 2007 we sold 12,500,000 units in our initial public offering. Each of our units consists of one share of our common stock, $0.001 par value per share, and one warrant. Each warrant sold in the initial public offering entitles the holder to purchase from us one share of common stock at an exercise price of $6.00. Our units began publicly trading on April 12, 2007. Our warrants and common stock have traded separately since May 16, 2007. The public offering price of each unit was $8.00, and we generated gross proceeds of $100,000,000 in the initial public offering. Of the gross proceeds: (i) we deposited $95,300,000 into a trust account at JP Morgan Chase Bank, NA, maintained by American Stock Transfer & Trust Company, as trustee, which included $3,000,000 of contingent underwriting discount; (ii) the underwriters received $4,000,000 as underwriting discount (excluding the contingent underwriting discount); and (iii) we retained $600,000 for offering expenses, plus $100,000 for working capital. In addition, we deposited into the trust account $4,700,000 that we received from the issuance and sale of 4,700,000 warrants to Parkwood Holdings Ltd., an entity owned 37.5% by our Chairman, Gordon McMillan, 12.5% by our Chief Executive Officer, Andrew McKay and 50% by JovFunds Management Inc. The $100,000,000 held in the trust account will not be released until the earlier of (i) the completion of our initial business combination or (ii) our liquidation. Therefore, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available to us, other than up to $1,600,000 of interest income earned on the trust account balance, net of income taxes payable on such amount, which can be released to us to fund working capital requirements. For a more complete discussion of our financial information, see the section appearing elsewhere in our Annual Report on Form 10-K entitled "Selected Financial Data".

        Our management team has extensive experience in the financial services sector with a particular emphasis on the Canadian asset management industry. Gordon A. McMillan, our Chairman, has founded or co-founded four separate asset management firms in Canada and has overseen the sale of these firms to larger industry consolidators in Canada for aggregate sale proceeds in excess of C$100 million. Andrew A. McKay, our Chief Executive Officer was the founder and, until its recent sale, the Chief Executive Officer of JovFunds Management Inc. (formerly, Fairway Asset Management Corp.), or JovFunds, a Canadian manager of closed-end investment trusts and venture capital funds.

        Our board of directors includes Philip Armstrong, Robert C. Hain, Stephen T. Moore and Robert Penteliuk, who also have significant experience in the financial services sector. Mr. Armstrong is a Director of JovFunds and the President, Chief Executive Officer and a Director of Jovian Capital Corporation, a TSX Venture Exchange-listed company which invests in financial services companies and is the parent company of JovFunds. Mr. Hain was formerly the Chief Executive Officer of INVESCO

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UK Ltd., one of the largest asset managers in the UK. Mr. Moore is currently a trustee of CI Financial Income Fund. Mr. Penteliuk is a principal of Genuity Capital Markets, a subsidiary of Genuity Financial Group and a registered broker dealer which provides merger, acquisition, valuation and strategic advisory services to the financial services and other industries.

        Messrs. McMillan, McKay, Armstrong, Hain, Moore and Penteliuk each have extensive relationships within the financial services sector, which we believe will provide us with access to a broad range of potential acquisition targets. However, the results of our management team's prior business ventures are not necessarily indicative of our company's future performance or results. In addition, whether or not any member of our management team remains with our company following our consummation of a business combination depends on whether or not each person is offered a management role with the resulting company in connection with our negotiation of the business combination. Our management's ability to remain with the company following consummation of a business combination will not be the determining factor in our decision whether or not to proceed with any particular potential business combination.

Industry Trends

        The global investment management industry is a large and growing industry. According to the Investment Company Institute, worldwide mutual fund assets totaled approximately $21.8 trillion at year-end 2006 compared with approximately $11.8 trillion in 1999, representing a 9.2% compound annual growth rate. In addition to the size and growth profile of the investment management sector, the industry continues to experience trends that we believe create investment opportunities. These trends, which we believe create opportunities for our company, are driven by developments in capital market conditions, client preferences, regulatory and industry economics. Specific trends include:

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Differentiation of performance between passive and active managers, with active managers having more opportunities to create value in volatile markets;



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Increased structured equity products that compete with asset managers will enhance future distribution for these products;



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Developing prominence of hedge funds as an asset class has increased exposure of value creation through alternative asset management strategies to traditional public equity investors;



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Benefits of economies of scale that favor large, diversified asset managers will advance strategies of continued growth through acquisitions; and



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Increased regulatory requirements have increased costs for smaller asset managers.

        According to the Investment Company Institute, in 2006 North America comprised approximately 51% of worldwide mutual fund assets, with Canada as an attractive niche market and the United States as the largest market in the world. The investment management industry has grown significantly over the past 25 years in the United States. The Investment Company Institute estimates that 49.2% of all U.S. households owned mutual funds in 2006, compared with less than 6% in 1980.

        In Canada, according to Investor Economics Inc., a consultant to the Canadian financial services industry, the wealth management market, defined as financial instruments and investments held for the purposes of accumulating household financial wealth, totaled approximately C$1.9 trillion at the end of 2004 and is expected to grow at a compound annual growth rate of 7.8% to C$4.0 trillion by the end of 2014. According to the Investment Company Institute, the Canadian mutual fund market, with a record $566.3 billion in assets under management as of year-end 2006, generated 11.2% compound annual growth since 1999.

        In the United States, according to the Investment Company Institute, registered investment companies—mutual funds, exchange-traded funds, closed-end funds and unit investment trusts—

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managed a record $11.2 trillion in assets at year-end 2006 compared with less than $200 billion in 1980, representing a 16.7% compound annual growth rate. According to the Investment Company Institute, the U.S mutual fund market, had $10.4 trillion in assets under management as of year-end 2006, making it the largest in the world and accounting for half of the mutual fund assets worldwide. Snapdata International Group estimates U.S. mutual fund assets will total approximately $12.8 trillion by 2010.

        The robust outlook for the investment management industry in North America mainly reflects changing demographics. During the next decade, the first generation of Baby Boomers will begin to retire, and we expect they will shift focus from a consumption oriented phase to a capital preservation phase. The risk of outliving retirement assets, or longevity risk, is a consumer concern that we expect will support further growth in the investment management industry. This further supports needs for retirement planning, inter-generational wealth transfer and succession planning for family owned businesses. We also expect that continued growth in personal income, a relatively low inflation environment and historically low interest rates will contribute to growth of the investment management industry.

Target Businesses/Sectors

        As the North American financial services industry continues to expand internationally over the next decade, we believe it will continue to be an important contributor to global economic growth and significant corporate profit growth is likely across the range of financial service sectors. Our universe of potential acquisition targets in the financial services industry includes, but is not limited to:

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Asset management firms;



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Brokerage firms;



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Investment consultants;



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Financial information and technology companies and other vendors to the financial industry;



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Insurance underwriters and brokers;



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Residential and commercial mortgage banking and servicing firms;



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Specialty finance and leasing companies; and



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Banks.

        Within the universe of potential targets set forth above, an important focus for us will be on certain industry sub-sectors including, but not limited to, those listed below.

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Mutual fund managers—Mutual fund managers invest client assets in open-end and/or closed-end investment pools according to specific investment objectives and constraints outlined in each fund's prospectus.



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High net worth managers—High net worth managers provide investment management and related services to high net worth individuals and families.



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Institutional equity and fixed income managers—Institutional investment managers manage portfolios of equity, fixed income and other securities on behalf of institutional clients including, but not limited to, public and corporate pension plans, foundations and endowments.



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Private equity and venture capital managers—Private equity and venture capital managers manage funds that are generally private partnerships that invest capital on behalf of qualified individuals and institutions in private and public companies.

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Hedge funds and hedge funds of funds managers—Hedge funds aggressively manage portfolios on behalf of qualified individual and institutional investors that invest in both conservative and speculative opportunities. A hedge fund of funds is a portfolio of investments in selected hedge funds.



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Financial planning firms—Financial planning firms work with clients to identify and achieve financial objectives, including asset allocation, investment management and tax, estate and retirement planning.



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Real estate investment managers, property managers and brokers—Real estate investment managers buy, manage and sell real estate properties on behalf of separate account clients and commingled investment pools. Real estate property managers oversee the day-to-day operations and business plans for real estate properties. Real estate brokers generate commissions for arranging sales and leases of real estate properties.



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Retail and institutional brokerage firms—Brokerage firms provide investment advice, trade execution services, investment research and other services to individual and institutional clients, typically in return for commissions.



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Specialty trading companies—Specialty trading companies execute trades on behalf of third parties and their own accounts and may focus on (i) financial instruments including stocks, bonds and currencies and (ii) physical commodities including industrial metals, chemicals, energy and timber and the derivative contracts related to these assets.

        Our sources of revenue will be determined by the initial business combination that we complete. However, it is anticipated that our revenues will be derived from a variety of sources including primarily portfolio management fees based upon assets under management, investment administration fees and fees derived from the execution of trades.

Our Competitive Advantages

Management Experience

        Our management team has extensive experience in the financial services sector with a particular emphasis on the Canadian asset management industry. Gordon A. McMillan, our Chairman, has founded or co-founded four separate asset management firms in Canada and has overseen the sale of these firms to larger industry consolidators in Canada for aggregate sale proceeds in excess of C$100 million. Andrew A. McKay, our Chief Executive Officer was the founder and, until its recent sale, the Chief Executive Officer of Fairway Asset Management Corp. (now, JovFunds Management Inc.), a Canadian manager of closed-end investment trusts and venture capital funds. JovFunds is also one of our initial stockholders.

        Our board of directors includes Philip Armstrong, Robert C. Hain, Stephen T. Moore and Robert Penteliuk, who also have significant experience in the financial services sector. Mr. Armstrong is the President, Chief Executive Officer and a Director of Jovian Capital Corporation, a TSX Venture Exchange-listed company which invests in financial services companies and is a director of JovFunds. Mr. Hain is the Chairman of City Financial Investment Company Limited, a London based investment firm primarily focused on providing mutual funds to individual investors in the United Kingdom, Europe and the Middle East and until 2004, was the Chief Executive Officer of INVESCO UK Ltd., one of the largest asset managers in the UK. Mr. Moore has held a number of positions in the financial services industry during the past 27 years and is currently a trustee of CI Financial Income Fund. Mr. Penteliuk is a principal of Genuity Capital Markets, a subsidiary of Genuity Financial Group and a registered broker dealer which provides merger, acquisition, valuation and strategic advisory services to the financial services and other industries.

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        Messrs. McMillan, McKay, Armstrong, Hain, Moore and Penteliuk each have extensive relationships within the financial services sector, which we believe will provide us with access to a broad range of potential acquisition targets. However, the results of our management team's prior business ventures are not necessarily indicative of our company's future performance or results. Additionally, we have engaged a consultant to help us conduct our assessment of potential acquisition targets.

Attractive Proposition to Target Business

        We believe that potential acquisition targets may favor us over some other potential purchasers of their businesses, venture capital funds, leveraged buyout funds, operating businesses and other entities and individuals, both foreign and domestic, for the following reasons:

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We believe that potential acquisition targets may favor us over many large financial platforms because our Chairman, our Chief Executive Officer and our directors have extensive experience as entrepreneurs in the financial services sector and may be perceived as being better able to appreciate the culture and motivation that helps to make smaller, entrepreneurial firms successful.



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We believe that potential acquisition targets may favor us over venture capital funds, leveraged buyout funds and other private equity funds because most of these funds have a finite life, which generally requires the fund to effect a liquidity event, such as a sale, refinancing or public offering, for portfolio companies in order to return capital to investors. Our capital structure will not require us to effect these liquidity events at any particular time.



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We believe that potential acquisition targets may favor us over many large financial platforms, which may include, but are not limited to, banks, insurance companies or other holding companies, because we will not integrate the operations of our initial acquisition target into an existing environment and corporate culture with pre-existing methods of doing business, as is common with acquisitions by large financial platforms.

Consummating a Business Combination

General

        We were formed to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination, one or more businesses engaged in the financial services industry. We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time. We intend to utilize the cash derived from our initial public offering, our capital stock or a combination of these in consummating a business combination. Although substantially all of the net proceeds of our initial public offering are intended to be applied generally toward consummating a business combination, the proceeds are not otherwise designated for any more specific purposes. Accordingly, investors in our company are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations.

        Subject to the requirement that our business combination must be with a target acquisition having a fair market value that is at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of such acquisition, there are no limitations on the type of investments we can make or the percentage of our total assets that may be invested in any one investment. Accordingly, other than the requirement that our business combination must be with a target acquisition having a fair market value that is at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of such acquisition, our investment policies may be changed from time to time at

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the discretion of our board of directors, without a vote of our stockholders. Additionally, no limits have been set on the concentration of investments in any location or type of market.

        We are focusing our acquisition efforts primarily in the financial services industry. We believe that our management team and board of directors have the industry knowledge and relationships to source and execute acquisitions that will create above average stockholder returns.

        Prior to consummation of our initial business combination, we are seeking to have all third parties, including any vendors, prospective target businesses and other entities with whom we engage in business, enter into agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders. In the event that a third party refuses to enter into such a waiver, our decision to engage that third party would be based on our management's determination that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to enter into such a waiver.

We have not consummated any business combination

        We have met with target companies, service professionals and other intermediaries to discuss our company, the background of our management and our combination preferences. However, as of the date of filing of this report we have not consummated any business combination. Subject to the requirement that our initial business combination must be with one or more businesses with an aggregate fair market value equal to at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of the business combination, we have virtually unrestricted flexibility in identifying and selecting prospective target business candidates. Accordingly, investors have no basis to evaluate the possible merits or risks of the target businesses with which we may ultimately complete a business combination. Our acquisition criteria are similar to those of other blank check companies, except that we intend to acquire a business in the financial services industry.

Sources of target business

        We believe that there are numerous acquisition candidates in the financial services industry. Unaffiliated sources may introduce us to target acquisitions they think we may be interested in on an unsolicited basis. Our officers and directors and their affiliates, may bring to our attention target candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have. In no event will we pay any of our existing officers, directors or private stockholders any finder's fee, consulting fee or other compensation prior to, or for any services they render in order to consummate a business combination, provided, however, that, although no agreement or arrangement is currently in place or contemplated, Genuity Financial Group or its subsidiaries (affiliated with our director Robert Penteliuk) are not prohibited from earning a fee in connection with our initial business combination.

Selection of target acquisition and structuring of a business combination

        Subject to the requirement that our business combination must be with a target acquisition having a fair market value that is at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of such acquisition, our management will have virtually unrestricted flexibility in identifying and selecting prospective target acquisitions. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target acquisitions. In evaluating a prospective target acquisition, our management will consider, among other factors, the following:

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companies with strong growth prospects and/or cost reduction opportunities with a need for capital;

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demonstrated track records of growth in revenues and cash flow;



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involvement in an industry that lacks companies with dominant market share;



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well-developed risk management culture and willingness to expand;



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a market which requires a high degree of financial or technical skills and resources to enter the market; and/or



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experienced management groups with operating experience growing financial services companies.

        These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in consummating a business combination consistent with our business objective. In the case of all possible acquisitions, we will seek to determine whether the transaction is advisable and in the best interests of us and our stockholders. We believe it is possible that our attractiveness as a potential buyer of businesses may increase after the consummation of an initial transaction and there may or may not be additional acquisition opportunities as we grow and integrate our acquisitions. We may or may not make future acquisitions. Fundamentally, however, we believe that, following consummation of an initial business combination, we could learn of, identify and analyze acquisition targets in the same way after an initial transaction as we will before an initial transaction. To the extent we are able to identify multiple acquisition targets and options as to which business or assets to acquire as part of an initial transaction, we intend to seek to consummate the acquisition which is most attractive and provides the greatest opportunity for creating stockholder value. The determination of which entity is the most attractive would be based on our analysis of a variety of factors, including whether such acquisition would be in the best interests of our stockholders, the purchase price, the terms of the sale, the perceived quality of the assets and the likelihood that the transaction will close.

Fair market value of target acquisition

        The initial target acquisition that we acquire must have a fair market value equal to at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' deferred discount) at the time of such acquisition, subject to the conversion rights described below, although we may acquire a target acquisition whose fair market value significantly exceeds 80% of our net assets. To accomplish this, we may seek to raise additional funds through credit facilities or other secured financings or a private offering of debt or equity securities if such funds are required to consummate such a business combination, although we have not entered into any such fund raising arrangement and do not currently anticipate effecting such a financing other than in connection with the consummation of the business combination. The fair market value of our initial target acquisition will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If our board is not able to independently determine that the target acquisition has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent third party appraiser, which may or may not be an investment banking firm that is a member of FINRA with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from a third party as to the fair market value if our board of directors independently determines that the target acquisition complies with the 80% threshold unless there is a conflict of interest with respect to the transaction. Nevertheless we reserve the right to obtain an opinion from an unaffiliated, independent third party appraiser if we deem it appropriate, for example, in the event of a potential conflict of interest.

        Although neither our second amended and restated certificate of incorporation nor Delaware law prohibit us from infusing an acquisition target with our own capital prior to an acquisition to enable the acquisition to meet the 80% of our net assets threshold for its fair market value, we will not do so.

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We believe this provision to be an obligation of our company to its stockholders and that investors will make a decision about investing in our company, relying, at least in part, on this provision.

Possible lack of business diversification

        Our business combination must be with a target acquisition which satisfies the minimum valuation standard at the time of such acquisition, as discussed above. Consequently, it is possible that we may only have the ability to consummate a single business combination. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities that may have the resources to consummate several business combinations of entities or assets operating in multiple industries or multiple areas of a single industry, it is possible that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination; and



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result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

        In the event we ultimately determine to simultaneously acquire several businesses or assets and those businesses or assets are owned by different sellers, we may need for each of those sellers to agree that our purchase of its businesses or assets is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to consummate the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the properties or assets into a single operating business.

Limited ability to evaluate the target business' management

        Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of consummating a business combination, we cannot assure investors that our assessment of the target business' management will prove to be correct. Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure investors that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Opportunity for stockholder approval of business combination

        Prior to the consummation of our business combination, we will submit the transaction to our stockholders for approval, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with any such transaction, we will also submit to our stockholders for approval a proposal to amend our second amended and restated certificate of incorporation to provide for our corporate life to continue perpetually following the consummation of a business combination. Any vote to extend the corporate life to continue perpetually following the consummation of a business combination will be taken only if the business combination is approved. We will only consummate a business combination if stockholders vote both in favor of the business combination and an amendment to extend our corporate life. In connection with seeking stockholder approval of a business combination and the extension of our corporate existence, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities

8

Exchange Act of 1934, as amended, or the Exchange Act, which, among other matters, will include a description of the operations of the target business and historical financial statements of the business.

        In connection with the vote required for any business combination, our private stockholders will have agreed, pursuant to letter agreements entered into prior to the consummation of the offering, to vote all of the shares of common stock owned by them immediately prior to the offering in accordance with the majority of the shares of common stock voted by the public stockholders. This voting arrangement shall not apply to shares included in units purchased in the offering or purchased following the offering in the open market by our private stockholders. Accordingly, they may vote these shares on a proposed business combination any way they choose. We will proceed with the business combination only if a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 30% of the shares sold in the offering both exercise their conversion rights and vote against the business combination.

        Following the consummation of our business combination, unless required by Delaware law, the federal securities laws, and the rules and regulations promulgated thereunder, or the rules and regulations of an exchange upon which our securities are listed, we do not presently intend to seek stockholder approval for any subsequent acquisitions.

Conversion rights

        At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated. Our private stockholders will not have such conversion rights with respect to any shares of common stock owned by them, directly or indirectly, prior to the offering; they will have the right with respect to any shares of our common stock that they may acquire in connection with or following the offering. The actual per-share conversion price will be equal to the amount in the trust account (including a pro rata portion of the underwriters' discount), which shall include $4,700,000 from the private sale of warrants, net of (1) income taxes payable on the interest income on the trust account, and (2) up to $1,600,000 of interest income earned on the trust account balance, net of income taxes payable on this amount, released to us to fund working capital requirements (calculated as of two business days prior to the consummation of the proposed business combination), divided by the number of units sold in the offering. Without taking into account any interest earned on the trust account, the initial per-share conversion price would be $8.00. An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and consummated. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after consummation of a business combination. Public stockholders who convert their stock into their share of the trust account still have the right to exercise any warrants that they still hold. We will not consummate any business combination if public stockholders owning 30% or more of the shares sold in the offering both exercise their conversion rights and vote against the business combination.

Dissolution and/or liquidation if no business combination

        If we do not consummate a business combination by October 17, 2008, or if a letter of intent, agreement in principle or definitive agreement has not been executed by such date, our second amended and restated certificate of incorporation provides that our corporate powers will automatically thereafter be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities. Pursuant to Delaware

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law, our dissolution also requires the affirmative vote of stockholders owning a majority of our then outstanding common stock. In order to solicit such stockholder approval, (i) our board of directors will cause to be prepared a preliminary proxy statement setting forth the board of directors' recommendation that we dissolve; (ii) we would expect that on the date that the board of directors adopts such recommendation, we would file the preliminary proxy statement with the Securities and Exchange Commission, or SEC; (iii) if the SEC does not review the preliminary proxy statement, then approximately 10 days following the filing of the preliminary proxy statement, we will mail a definitive proxy statement to our stockholders, and approximately 30 days following the date of such mailing we will convene a meeting of our stockholders at which they will either approve or reject our dissolution; and (iv) if the SEC does review the preliminary proxy statement, we currently estimate that we will receive their comments approximately 30 days following the filing of the preliminary proxy statement. We will mail a definitive proxy statement to our stockholders following the conclusion of the comment and review process (the length of which we cannot predict with any certainty), and we will convene a meeting of our stockholders at which they will either approve or reject our dissolution. In the event that we do not initially obtain approval for our dissolution by stockholders owning a majority of our outstanding common stock, we will continue to take all reasonable actions to obtain such approval, which may include adjourning the meeting from time to time to allow us to obtain the required vote and retaining a proxy solicitation firm to assist us in obtaining such vote. However, we cannot guarantee that our stockholders will approve our dissolution in a timely manner or at all. However, in any event, our second amended and restated certificate of incorporation also provides that our corporate existence will cease on April 17, 2009 except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the Delaware General Corporation Law. This has the same effect as if our board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the Delaware General Corporation Law. Accordingly, limiting our corporate existence to a specified date as permitted by Section 102(b)(5) of the Delaware General Corporation Law removes the necessity to obtain formal stockholder approval of our dissolution and liquidation and to file a certificate of dissolution with the Delaware Secretary of State.

        Assuming our dissolution is approved by our directors and stockholders in accordance with Delaware law or upon our liquidation following the cessation of our corporate existence, holders of our common stock will be entitled to receive their proportionate share of the trust account (including any interest, net of taxes, and the deferred underwriting discount). In addition, such holders will be entitled to receive a pro rata portion of our remaining assets not held in the trust account, less amounts we pay, or reserve to pay, for all of our liabilities and obligations. These liabilities and obligations include our corporate expenses arising during our remaining existence and the costs associated with our dissolution and liquidation. Our corporate expenses are expected to be primarily associated with preparation for and conduct of our special meeting of stockholders and our continuing public reporting obligations, including legal services, proxy soliciting firms, services of our independent public accounting firm as well as legal fees we may incur in the event of disputes with any claimants or creditors. To the extent that funds reserved to pay liabilities or obligations are not subsequently used for such purpose, the funds will be available for distribution to our holders of common stock or for ongoing corporate expenses including costs of our dissolution and liquidation during our remaining existence.

        Our private stockholders have waived their rights to participate in any distribution with respect to shares of common stock owned by them immediately prior to our initial public offering upon our dissolution and/or liquidation prior to a business combination. In addition, the underwriters have agreed to waive their rights to $3,000,000 of deferred underwriting discounts and commissions deposited in the trust account in the event we do not timely consummate a business combination and dissolve and/or liquidate. There will be no distribution from the trust account with respect to our outstanding warrants, which will expire worthless if we dissolve and/or liquidate before the consummation of a business combination.

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        Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. Although, if we dissolve and liquidate prior to our corporation ceasing to exist in accordance with our second amended and restated certificate of incorporation, we will make liquidating distributions to our stockholders as soon as reasonably possible as part of our plan of dissolution and distribution, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any such liability of our stockholders will likely extend beyond the third anniversary of such dissolution. Because we will not be complying with Section 280, we will seek stockholder approval to comply with Section 281(b) of the Delaware General Corporation Law, requiring us to adopt a plan of dissolution that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our service providers (such as accountants, lawyers, investment bankers, etc.) or potential target businesses. As described above, we intend to have all providers of goods and services, prospective target businesses and other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. For further information on the statutory dissolution procedures, see "Proposed Business—Consummating a Business Combination—Dissolution and/or liquidation if no business combination."

        If we were to expend all of the net proceeds of our initial public offering, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share liquidation price would be $8.00 (of which approximately $0.24 per share is attributable to the underwriters' discount). The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, if any, which could have higher priority than the claims of our public stockholders. These creditors could include our directors and officers to the extent they are entitled to indemnification under our second amended and restated certificate of incorporation. We cannot assure investors that the actual per-share liquidation price will not be less than $8.00, plus interest (net of taxes payable, which taxes, if any, should be paid from the trust account, and net of any amounts that may be released to us to fund our working capital requirements), due to claims of creditors. Although we will seek to have all vendors, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing

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to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party's engagement would be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Gordon A. McMillan, Andrew A. McKay and JovFunds each have jointly and severally entered into a binding agreement stating that if we dissolve and/or liquidate prior to a business combination, they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of vendors for services rendered or products sold to us, as well as claims of prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a combination with such business in excess of the net proceeds of our initial public offering not held in the trust account. Additionally, the underwriters have agreed to forfeit any rights or claims against the proceeds held in the trust account which includes a portion of their underwriters' discount. We cannot assure investors, however, that Messrs. McMillan and McKay and JovFunds would be able to satisfy such obligations.

        If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure investors we will be able to return to our public stockholders at least $8.00 per share. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after April 17, 2009, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure investors that claims will not be brought against us for these reasons.

        Our public stockholders will be entitled to receive funds from the trust account only in the event of our dissolution and/or liquidation or if they seek to convert their respective shares into cash upon a business combination which those stockholders voted against and which is consummated by us. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. Voting against the business combination alone will not result in conversion of a stockholder's shares into a pro rata share of the trust account. The stockholder must have also exercised his, her or its conversion rights described above.

Second Amended and Restated Certificate of Incorporation

        Our second amended and restated certificate of incorporation provides that our corporate existence will cease on April 17, 2009 and thereafter our activities will be limited to winding up our affairs and liquidating in accordance with Section 278 of the Delaware General Corporation Law. This provision may be amended to extend our corporate existence only in connection with a proposal to our stockholders to approve a business combination. In addition, our second amended and restated certificate of incorporation contains certain requirements and restrictions that apply to us until the consummation of a business combination. Pursuant to our second amended and restated certificate of incorporation, these conditions cannot be amended without the consent of 95% in interest of our

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stockholders. Specifically, our second amended and restated certificate of incorporation provides, among other things, that:

•

upon consummation of our initial public offering, a certain amount of the offering proceeds would be placed into the trust account, which proceeds may not be disbursed from the trust account except in connection with a business combination or thereafter, upon our dissolution and liquidation or as otherwise permitted in the second amended and restated certificate of incorporation;



•

prior to the consummation of a business combination, we will submit the business combination to our stockholders for approval;



•

we may consummate the business combination if approved and public stockholders owning less than 30% of the shares sold in the offering vote against the business combination and exercise their conversion rights;



•

if a business combination is approved and consummated, public stockholders who voted against the business combination may exercise their conversion rights and receive their pro rata share of the trust account;



•

if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified therein, our corporate purposes and powers will immediately thereupon be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities;



•

upon our dissolution, we will distribute to our public stockholders their pro rata share of the trust account in accordance with the trust agreement and the requirements of the Delaware General Corporation Law; and



•

we may not consummate any other merger, acquisition, asset purchase or similar transaction prior to the business combination.

        Pursuant to the underwriting agreement that we entered into with the underwriters in connection with our initial public offering, we agreed not to take any action to amend or modify the provisions set forth in the foregoing paragraph prior to the consummation of a business combination. While our board of directors is not prohibited by either Delaware law or our second amended and restated certificate of incorporation from amending these provisions prior to consummation of a business combination if we obtain the consent of holders of 95% of our common stock, or from amending the underwriting agreement to eliminate these prohibitions, we believe these provisions to be obligations of our company to its stockholders and that investors will make an investment in our company relying, at least in part, on the enforceability of the rights and obligations set forth in these provisions including, without limitation, the agreement regarding any amendment or modification of such provisions. As a result, the board of directors will not, and pursuant to the underwriting agreement (which the company will not amend to allow) cannot, at any time prior to the consummation of a business combination, propose any amendment to or modification of our second amended and restated certificate of incorporation relating to any of the foregoing provisions and will not support, directly or indirectly, or in any way endorse or recommend that stockholders approve an amendment or modification to such provisions.

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Competition

        We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), and other blank check companies. Many of these individuals and entities are well established and have extensive experience identifying and consummating business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target acquisitions that we could acquire, our ability to compete in acquiring certain sizable target acquisitions will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target. Further, the following may not be viewed favorably by certain targets:

•

our obligation to seek stockholder approval of a business combination may delay the consummation of a transaction;



•

our obligation to convert into cash shares of common stock held by our public stockholders to such holders that both vote against the business combination and exercise their conversion rights may reduce the resources available to us for a business combination; and



•

our outstanding warrants and option, and the potential future dilution they represent.

        Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target acquisition with significant growth potential on favorable terms.

        If we succeed in consummating a business combination, there will be, in all likelihood, intense competition from competitors of the target acquisition. We cannot assure investors that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Regulation

        The Canadian Competition Act provides that pre-merger notification filings must be submitted in connection with mergers that meet certain asset and revenue thresholds, including where the assets or revenues of an acquired business exceed C$50,000,000. A transaction cannot ordinarily close until the expiration of a waiting period of either 14 or 42 days following notification, depending on the type of filing submitted, unless the parties obtain an advance ruling certificate. Moreover, acquisitions of Canadian businesses by non-Canadians may be subject to review by Industry Canada and Ministerial approval; in the case of an investment to acquire control of a Canadian business that provides any financial service, the threshold for such review is C$5,000,000. In addition, acquisitions of financial services companies are often subject to significant regulatory requirements and consents, possibly in advance of transaction consummation, and we will not be able to consummate a business combination with certain types of financial services companies without complying with applicable laws and regulations and obtaining required governmental and other necessary third party consents. For example, if we were to attempt to acquire or acquire control of an investment dealer or adviser in Canada, the prior approval of the applicable securities regulatory authorities in Canada would be required. In addition, if we were to attempt to acquire or acquire control of an investment management firm in Canada, we would be required to give notice to the firm's investment management clients; whereas, in the United States, we would have to obtain consents of the firm's investment management clients or enter into new contracts with them. There is no assurance that we would be able to obtain such consents or maintain existing or enter into new contracts. Similarly, if we were to attempt to acquire certain banks, we would be required to obtain the approvals of, in Canada, the Office of the

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Superintendent of Financial Institutions) and, in the United States, of relevant federal and state banking agencies, which may include the Board of Governors of the Federal Reserve Systems, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and/or state banking commissions. In determining whether to approve applications we may file, the agencies will consider a number of factors including, but not limited to, our current and pro forma financial condition and that of the target, as well as the target's compliance with the Community Reinvestment Act and the USA PATRIOT Act. In addition, even if the applications are approved, federal and state banking regulators may impose conditions on the consummation of any transaction. If our acquisition target were an insurance company, in Canada, it would be necessary to obtain the approval of the Minister of Finance (by way of application to the Office of the Superintendent of Financial Institutions) in the case of a federally-regulated insurance company and the applicable provincial insurance regulator in the case of provincially-incorporated insurance companies and, in the United States, state insurance regulators or commissioners in the locations where the insurance company is domiciled would review an acquisition transaction and could prevent it by withholding their consent. Similar approvals would be required in the case of an acquisition of an insurance holding company. The acquisition of a business in other sectors of the financial services industry may require similar approvals or consents.

        In addition, in connection with seeking prior approval for an acquisition of a bank or insurance company in the United States or providing notice of change to such company, any individual or entity holding a 10% or greater interest in our equity may be required to participate as notificants or applicants. Moreover, any bank holding company with a 5% or greater interest in our equity may be independently required to seek approval to retain such interest following our acquisition of certain types of banks. In Canada, any individual or entity seeking to acquire more than 10% of any class of shares of a bank or federally-regulated insurance company or bank or insurance holding company must first obtain approval of the Minister of Finance (by way of application to the Office of Superintendent of Financial Institutions). Moreover, there are different ownership restrictions based on size thresholds that are applicable to larger banks and insurance companies. In the United States, there exists a presumption of "control" when an acquiring party acquires 10% or more (5% or more in the case of Florida) of the voting securities of an insurance company or insurance holding company. Therefore, any person acquiring 10% or more (5% or more, in the case of Florida) of common stock or other voting securities of such a company would need the prior approval of the state insurance regulators in the state or states in which such company is domiciled or commercially domiciled.

        We may not receive any such required approvals or we may not receive them in a timely manner, which may be a result of factors or matters beyond our control. Satisfying any requirements of regulatory agencies may delay the date of our consummation of our initial business combination beyond the required time frame (October 17, 2008 or April 17, 2009 if a letter of intent, agreement in principle or a definitive agreement has been executed by October 17, 2008 and our initial business combination relating thereto has not yet been consummated by October 17, 2008). If we fail to consummate our initial business combination within the required time frame, we will be forced to dissolve and/or liquidate.

        Because we intend to acquire, or acquire control of, one or more operating businesses in the financial services industry, following our initial business combination, we will become subject to the regulatory regimes that govern the business or businesses we acquire. The financial services industry is subject to extensive regulation. Many regulators, including U.S., Canadian and other government agencies and self-regulatory organizations, as well as state and provincial securities commissions, insurance regulators and attorneys general, are empowered to conduct administrative proceedings and investigations that can result in, among other things, censure, fine, the issuance of administrative orders such as orders denying exemptions, cease-and-desist orders, prohibitions against engaging in some lines of business, suspension or termination of licenses or the suspension or expulsion of a dealer, broker-

15

dealer, investment adviser or insurance distributor. The requirements imposed by regulators are designed to ensure the integrity of the financial markets and to protect customers, policy holders and other third parties who deal with financial services firms and are not designed to protect our stockholders. Regulations and investigations may result in limitations on our activities; such as the restrictions imposed on several leading securities firms as part of a settlement these firms reached with federal and state securities regulators and self-regulatory organizations in 2003 to resolve investigations into equity research analysts' alleged conflicts of interest.

        Banks domiciled or operating in the United States and their holding companies are subject to extensive regulation and supervision by applicable federal and state banking agencies. Many of these regulations are intended to protect parties other than stockholders, such as depositors. If we were to acquire a bank, these regulations may limit our operations significantly and control the methods by which we conduct our business, including our lending practices, capital structure, investment practices and dividend policy. In addition, banks and their holding companies generally are subject to rigorous capital requirements and may be examined on a regular basis for their general safety and soundness and compliance with various federal and state legal regimes, including, but not limited to, the Community Reinvestment Act, the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement and Procedures Act, the Fair Credit Reporting Act and the Bank Secrecy Act, as amended by the USA PATRIOT Act. Failure to comply with these requirements or receive a satisfactory examination may subject a bank to informal or formal agreements, such as a memorandum of understanding, deferred prosecution agreement or cease-and-desist order, and may also result in the assessment of civil monetary penalties or the limitation of expansionary activities at both the bank and holding company levels. Canadian banks and their stockholders are subject to similar extensive regulation and supervision relating to conduct of business, capital requirements, safety and soundness and compliance.

        Governmental and self-regulatory organizations, including, in Canada, provincial securities commissions such as the Ontario Securities Commission, the Investment Dealers' Association and the Mutual Fund Dealers' Association, and, in the United States, the SEC, FINRA and national securities exchanges such as the American Stock Exchange and the New York Stock Exchange, impose and enforce regulations on financial services companies. In both Canada and the U.S., broker-dealers, investment banking firms, investment advisers and similar self-regulatory organizations adopt rules, subject to approval by the applicable Canadian securities regulatory authorities and the SEC, respectively, that govern aspects of the financial services industry and conduct periodic examinations of the operations of registered investment dealers, broker-dealers and investment advisers. For example, Canadian investment dealers and U.S. broker-dealers are subject to rules and regulations that cover all aspects of the securities business including sales methods and trade practices; use and safekeeping of customer funds and securities; capital structures; recordkeeping; the preparation of research; the extension of credit and the conduct of officers and employees. The types of regulations to which investment advisers are subject are also extensive and include: minimum capital requirements (under Canadian provincial securities law), recordkeeping; fee arrangements; client disclosure; custody of customer assets; and the conduct of officers and employees. In addition, investment advisors and dealers are subject to anti-money laundering and privacy legislation.

        The Investment Dealers' Association, applicable Canadian securities regulatory authorities, the SEC, FINRA and various regulatory agencies also have stringent rules with respect to the maintenance of specific levels of net capital by securities brokerage firms. Failure to maintain the required net capital may subject a firm to suspension or revocation of registration by the applicable Canadian securities regulatory authorities, the SEC and suspension or expulsion from the Investment Dealers' Association and the FINRA and other regulatory bodies, which ultimately could prevent any investment dealers or broker-dealers that we acquire or acquire control of from performing as an investment dealer or broker-dealer. In addition, a change in the net capital rules, the imposition of new rules or

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any unusually large charge against net capital could limit the operations of investment dealers or broker-dealers, which could harm our business if we were to consummate a business combination with a securities brokerage firm. Similar capital requirements apply to Canadian insurance companies. In the United States, under laws adopted by individual states, insurers engaged in certain lines of business are subject to risk based capital requirements. Insurers having less total adjusted capital than that required under the risk based capital laws are subject to varying degrees of regulatory action, depending on the level of capital inadequacy. Maintaining appropriate levels of statutory surplus is also considered important by state insurance regulatory authorities. Failure by an insurance company to maintain certain levels of statutory surplus could result in increased regulatory scrutiny and enforcement.

        In addition, insurance companies are subject to extensive regulation and supervision in the jurisdictions in which they do business. For example, in the United States, state insurance departments have broad powers with respect to such things as: licensing companies to transact business; authorizing lines of business; imposing dividend limitations; licensing agents and distributors of insurance products; restricting companies' ability to enter and exit markets; mandating certain insurance benefits; restricting companies' ability to terminate or cancel coverage; requiring companies to provide certain types of coverage; regulating premium rates, including the ability to increase premium rates; approving policy forms; regulating trade, marketing, sales and claims practices; imposing privacy requirements; establishing reserve requirements and solvency standards; restricting certain transactions between affiliates; and regulating the type, amounts and valuation of investments.

        The regulatory environment in which we will operate is also subject to modifications and further regulations. New laws or regulations or changes in the enforcement of existing laws or regulations applicable to us also may adversely affect our business, and our ability to function in this environment will depend on our ability to constantly monitor and react to these changes. For example, in the United States recently the insurance industry has been subject to a significant level of scrutiny by various regulatory bodies, including state attorneys general and insurance departments, concerning certain practices within the insurance industry. These practices include, without limitation, the receipt of contingent commissions by insurance brokers and agents from insurance companies and the extent to which such compensation has been disclosed, bid rigging and related matters. As a result of these and related matters, including actions taken by the New York State Attorney General, there have been a number of proposals to modify various state and provincial laws and regulations and industry practices and guidelines regarding insurance agents and brokers, including proposals by the National Association of Insurance Commissioners, that could impose additional legal obligations, including disclosure obligations, on us if we were to offer insurance or other financial products.

Facilities

        We maintain our principal executive offices at BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3. The cost for this approximately 1,500 square feet of space is included in the $7,500 monthly fee that Parkwood Holdings Ltd., a company that is wholly owned by Messrs. McMillan and McKay and JovFunds, or an affiliate of Parkwood Holdings Ltd., will charge us for general and administrative services, including office space, utilities and administrative support, commencing on the effective date of our initial public offering and terminating upon consummation of our business combination or the distribution of the trust account to our public stockholders. We believe, based on fees for similar services in the Toronto, Ontario metropolitan area, that the fee charged by Parkwood Holdings Ltd., or an affiliate of Parkwood Holdings, Ltd., is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

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Employees

        We have three executive officers. None of our officers, upon whom we will be dependent prior to consummating a business combination, has entered into an employment agreement with us and none are obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target acquisition has been selected for the business combination and the stage of the business combination process we are in. Accordingly, once management locates a suitable target acquisition to acquire they will spend more time investigating such target acquisition and negotiating and processing the business combination (and consequently more time to our affairs) than they would prior to locating a suitable target acquisition. Additionally, we have engaged a consultant to help us conduct our assessment of potential acquisition targets. We do not intend to have any full time employees prior to the consummation of a business combination.

Legal Proceedings

        To the knowledge of management, there is no litigation currently pending or contemplated against us or any of our officers or directors in their capacity as such.

Code of Ethics

        We have adopted a code of ethics that applies to directors, officers and employees and which can be found on our website at www.tailwindfc.com.

Available Information

        We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. We provide access free of charge to these materials on our website at www.tailwindfc.com as soon as reasonably practicable after filing with the SEC and will provide, at no additional charge, copies of these reports, proxy and information statements and other information upon request to our address at BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3, or by telephone at (416) 601-2422. These reports, proxy statements and other information, and related exhibits and schedules may also be inspected and copied at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available at http://www.sec.gov.

ITEM 1A. RISK FACTORS

Investing in our securities involves a high degree of risk. Prospective investors should carefully consider the following risk factors and all other information contained in this prospectus before making a decision to invest in our units. The risks and uncertainties described below are not the only ones facing us. Subject to our initial objective of acquiring a business in the financial services industry, we have not yet selected a target business with which to consummate a business combination. As a result, we are unable to ascertain the merits or risks of the business in which we may ultimately operate. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations may be materially and adversely affected. In that event, the trading price of our securities could decline, and an investor could lose all or part of his investment.

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Risks Related to Our Business

We are a development stage company with no operating history and, accordingly, there is no basis on which to evaluate our ability to achieve our business objective.

        We are a development stage company with no operating results to date. Therefore, our ability to begin operations is dependent upon obtaining financing through the public offering of our securities. Since we do not have an operating history, there is no basis upon which to evaluate our ability to achieve our business objective, which is to consummate a business combination. We will not generate any revenues until, at the earliest, after the consummation of a business combination.

If we are forced to dissolve and/or liquidate before a business combination and distribute the trust account, our public stockholders may receive less than $8.00 per share and our warrants will expire worthless.

        We must consummate a business combination with a fair market value of at least 80% of our net assets at the time of acquisition (excluding the amount held in the trust account representing a portion of the underwriters' discount), or $77,600,000, excluding accrued interest not released to us to fund working capital requirements, or execute a letter of intent agreement in principle or definitive agreement by October 17, 2008 and, in any event, our corporate existence will cease on April 17, 2009 if we do not obtain stockholder approval to extend our existence in connection with the approval of a business combination. If we are unable to consummate a business combination within the prescribed time frames and are forced to dissolve and/or liquidate our assets, the per-share liquidation distribution may be less than $8.00. Furthermore, there will be no distribution from the trust account with respect to our outstanding warrants which will expire worthless if we dissolve and/or liquidate before the consummation of a business combination.

If we are unable to find a suitable target acquisition that would result in a business combination, the funds being held in the trust account may not be returned to investors for quite some time.

        We may not be able to find a suitable target acquisition which would result in a business combination. In such event, we will not be required to dissolve and liquidate until October 17, 2008, although our corporate existence will cease in any event on April 17, 2009 except for the purposes of winding up our affairs and liquidating pursuant for Section 278 of the Delaware General Corporation Law. As a result, in the event we fail to find a suitable target acquisition, the funds being held in the trust account may not be returned to investors for as long as two years plus the time required to effect our dissolution and/or liquidation.

If we do not timely consummate a business combination or execute a letter of intent, agreement in principle or definitive agreement by the October 17, 2008 deadline, we will be required to dissolve, but such dissolution requires the approval of holders of a majority of our outstanding stock in accordance with Delaware law. Without this stockholder approval, we will not be able to dissolve and liquidate until at least after our corporate existence ceases on April 17, 2009.

        If we do not consummate a business combination or execute a letter of intent, agreement in principle or definitive agreement by the October 17, 2008 deadline, our second amended and restated certificate of incorporation provides that our corporate powers will automatically thereafter be limited to acts and activities relating to dissolving and winding up our affairs, including liquidation, and we will not be able to engage in any other business activities. Pursuant to Delaware law, our dissolution also requires the affirmative vote of stockholders owning a majority of our then outstanding common stock. In order to solicit such stockholder approval: (i) our board of directors will cause to be prepared a preliminary proxy statement setting forth the board of directors' recommendation that we dissolve; (ii) we would expect that on the date that the board of directors adopts such recommendation, we

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would file the preliminary proxy statement with the SEC; (iii) if the SEC does not review or notify us that they will review the preliminary proxy statement, then approximately 10 days following the filing of the preliminary proxy statement, we will mail a definitive proxy statement to our stockholders, and approximately 30 days following the date of such mailing we will convene a meeting of our stockholders at which they will either approve or reject our dissolution; and (iv) if the SEC does review the preliminary proxy statement, we currently estimate that we will receive their comments approximately 30 days following the filing of the preliminary proxy statement. We will mail a definitive proxy statement to our stockholders following the conclusion of the comment and review process (the length of which we cannot predict with any certainty), and we will convene a meeting of our stockholders at which they will either approve or reject our dissolution.

        In the event that we do not initially obtain approval for our dissolution by stockholders owning a majority of our outstanding common stock, we will continue to take all reasonable actions to obtain such approval, which may include adjourning the meeting from time to time to allow us to obtain the required vote and retaining a proxy solicitation firm to assist us in obtaining such vote. However, we cannot guarantee that our stockholders will approve our dissolution in a timely manner or ever approve our dissolution. If we are not able to obtain approval from a majority of our stockholders, we cannot liquidate until at least April 17, 2009 and we will not be able to distribute funds from our trust account to holders of our common stock sold in the offering until after such date.

If the proceeds to us from our initial public offering not held in the trust account together with interest earned on the trust account available to us are insufficient to allow us to operate until at least April 17, 2009, we may not be able to consummate a business combination.

        We currently believe that the funds outside the trust account available to us from the proceeds of our initial public offering together with up to $1,600,000 of interest earned on the trust account that may be released to us will be sufficient to allow us to operate until at least April 17, 2009, assuming that a business combination is not consummated during that time. However, we cannot assure investors that our estimates will be accurate. We could use a portion of these funds to pay due diligence costs in connection with a potential business combination or to pay fees to consultants to assist us with our search for a target acquisition. We could also use a portion of these funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target acquisitions from "shopping" around for transactions with others on terms more favorable to such target acquisitions) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into such a letter of intent where we paid for the right to receive exclusivity from a target acquisition and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to any other potential target acquisitions.

Investors will not be entitled to protections normally afforded to investors of blank check companies.

        Since the net proceeds of our initial public offering are intended to be used to consummate a business combination with an unidentified target acquisition, we may be deemed to be a "blank check" company under the United States securities laws. However, since we have net tangible assets in excess of $5,000,000 and filed a Current Report on Form 8-K with the SEC promptly following consummation of our initial public offering including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we are not subject to these rules, including Rule 419, we have a longer period of time to consummate a business combination in certain circumstances than we would if we were subject to such rule.

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Unlike most other blank check offerings, we allow up to approximately 29.99% of our public stockholders to exercise their conversion rights. This higher threshold will make it easier for us to consummate a business combination with which certain investors may not agree, and certain investors may not receive the full amount of their original investment upon exercise of their conversion rights.

        When we seek stockholder approval of a business combination, we will offer each public stockholder (but not our private stockholders with respect to any shares they owned prior to the consummation of our initial public offering) the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated. We will consummate the initial business combination only if the following two conditions are met: (i) a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and (ii) public stockholders owning 30% or more of the shares sold in our initial public offering do not vote against the business combination and exercise their conversion rights. Most other blank check companies have a conversion threshold of 20%, which makes it more difficult for such companies to consummate their initial business combination. Thus, because we permit a larger number of stockholders to exercise their conversion rights, it will be easier for us to consummate an initial business combination with a target business which certain investors may believe is not suitable for us, and certain investors may not receive the full amount of their original investment upon exercise of their conversion rights.

Unlike most other blank check offerings, we allow up to approximately 29.99% of our public stockholders to exercise their conversion rights. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

        When we seek stockholder approval of a business combination, we will offer each public stockholder (but not our private stockholders with respect to any shares they owned prior to the consummation of our initial public offering) the right to have his, her or its shares of common stock converted to cash if the stockholder votes against the business combination and the business combination is approved and consummated. Such holder must both vote against such business combination and then exercise his, her or its conversion rights to receive a pro rata share of the trust account. Unlike most other blank check offerings which have a 20% threshold, we allow up to approximately 29.99% of our public stockholders to exercise their conversion rights. Accordingly, if our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders will be less than the $8.00 per share held in the trust account.

        Our placing of funds in the trust account may not protect those funds from third party claims against us. Upon our dissolution, we will be required, pursuant to the Delaware General Corporation Law Sections 280 and 281, to pay or make reasonable provision to pay all claims and obligations of the company. These claims may include contingent or conditional claims and claims of directors and officers entitled to indemnification under our second amended and restated certificate of incorporation.

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We intend to pay any claim, to the extent sufficient to do so, from our funds not held in the trust account. Although we will seek to have all vendors, prospective target businesses or other entities with which we execute agreements waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements, or even if they execute such agreements that they would be prevented from bringing claims against the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our stockholders if such third party refused to waive such claims.

        Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party's engagement would be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and not seek recourse against the trust account for any reason. In addition, creditors may seek to interfere with the distribution process under state or federal creditor and bankruptcy laws. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of our public stockholders. We cannot assure investors that the per-share distribution from the trust account will not be less than $8.00 (of which approximately $0.24 per share is attributable to the deferred underwriters' discount), plus interest accrued not released to us to fund working capital requirements, due to such claims, or that there will not be delays in addition to those imposed by our duties to comply with Delaware General Corporation Law procedures and federal securities laws and regulations.

        Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure investors we will be able to return to our public stockholders at least $8.00 per share.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

        Our second amended and restated certificate of incorporation provides that we will continue in existence only until April 17, 2009. If we have not completed a business combination by such date and amended this provision in connection thereto, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability

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of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after April 17, 2009 and, therefore, we do not intend to comply with those procedures. Because we will not be complying with those procedures, we are required, pursuant to Section 281 of the Delaware General Corporation Law, to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure investors that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. Accordingly, we cannot assure investors that third parties will not seek to recover from our stockholders amounts owed to them by us.

        If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after April 17, 2009, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages by paying public stockholders from the trust account prior to addressing the claims of our creditors. We cannot assure investors that claims will not be brought against us for these reasons.

Since we have not yet selected any target acquisition with which to consummate a business combination, we are unable to currently ascertain the merits or risks of the business' operations.

        Our stockholders currently have no basis to evaluate the possible merits or risks of the target acquisition. Although our management will evaluate the risks inherent in a particular target acquisition, we cannot assure investors that they will properly ascertain or assess all of the significant risk factors. We also cannot assure investors that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a target acquisition. Except for the limitation that a target acquisition have a fair market value of at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of the acquisition, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate.

We may issue shares of our capital stock, including through convertible debt securities, to consummate a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership.

        Our amended and restated certificate of incorporation authorizes the issuance of up to 70,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. Currently there are approximately 35,925,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and the 5,000,000 shares of preferred stock available for issuance. Although we have no current commitment, we may issue a substantial number of additional shares of our common or preferred stock, or a combination of common and preferred stock, to

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consummate a business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:

•

may significantly reduce equity interest for investors;



•

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded to our common stock;



•

will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and



•

may adversely affect prevailing market prices for our common stock.

Our ability to successfully consummate a business combination and to be successful thereafter will be largely dependent upon the efforts of Gordon A. McMillan, our Chairman, Andrew A. McKay, our Chief Executive Officer, John Anderson, our Chief Financial Officer, and Philip Armstrong, Robert C. Hain, Stephen T. Moore and Robert Penteliuk, our directors.

        Our ability to successfully consummate a business combination is largely dependent upon the efforts of Gordon A. McMillan, our Chairman, Andrew A. McKay, our Chief Executive Officer, John Anderson, our Chief Financial Officer, and Philip Armstrong, Robert C. Hain, Stephen T. Moore and Robert Penteliuk, our directors, as well as the relationship we have with JovFunds. We have not entered into employment or consultant agreements with Messrs. McMillan, McKay, Anderson, Armstrong, Hain, Moore or Penteliuk, or obtained "key man" life insurance on their lives. The loss of any of Messrs. McMillan's, McKay's or Anderson's services or of those of any of our outside directors could have a material adverse effect on our ability to successfully achieve our business objectives, including seeking a suitable target business with which to consummate a business combination.

Our officers and directors will allocate only a portion of their business time to our company, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate a business combination.

        Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We do not intend to have any full time employees prior to the consummation of a business combination. None of our officers and directors are obligated to devote any specific number of hours to our affairs. If an officer or director is required to devote more substantial amounts of time to his other businesses and affairs, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to consummate a business combination. We cannot assure investors that these conflicts will be resolved in our favor.

Our officers and directors currently are, and may in the future become affiliated with additional entities that are, engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

        None of our officers or directors have been or currently are a principal of, or affiliated or associated with, a blank check company. However, our officers and directors currently are, and may in the future become affiliated with additional entities, including other "blank check" companies which may be engaged in activities similar to those intended to be conducted by us. Additionally, our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe fiduciary duties or other contractual obligations.

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Specifically, Mr. Penteliuk, one of our directors, is a principal of Genuity Capital Markets, a subsidiary of Genuity Financial Group. Genuity Capital Markets is a registered broker dealer which provides financial advisory services to its clients, which may also be appropriate for presentation to us. In addition, Mr. McMillan is the Chairman of the Board of JovFunds Management Inc., a Canadian asset management firm and one of our initial stockholders. Mr. Anderson is Chief Financial Officer of Impax Energy Services Income Trust, Mr. Armstrong is a director of JovFunds and the President, Chief Executive Officer and a Director of Jovian Capital Corporation, a TSX Venture Exchange-listed company which invests in financial services companies and is the parent company of JovFunds. Mr. Hain is the Chairman of City Financial Investment Company Limited, a London based investment firm primarily focused on providing mutual funds and for individual investors in the United Kingdom, Europe and the Middle East and Mr. Moore is a trustee of CI Financial Income Fund. Accordingly, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We cannot assure investors that any of these conflicts will be resolved in our favor.

Genuity Financial Group and its subsidiaries are under no legal or contractual obligation to identify acquisition opportunities or perform any other services on our behalf and Genuity Financial Group and its subsidiaries may take actions that conflict with our interests.

        Robert Penteliuk, a member of our board, is a principal of Genuity Capital Markets, a subsidiary of Genuity Financial Group. Because of this relationship, Mr. Penteliuk may, in the course of his financial services activities, help us to identify potential acquisition candidates. However, Mr. Penteliuk, Genuity Financial Group and its subsidiaries do not act as financial advisor to us and are under no legal or contractual obligation to perform these or any other services on our behalf. Mr. Penteliuk, Genuity Financial Group and its subsidiaries may present acquisition opportunities to others before they present these opportunities to us. Acquisition candidates brought to our attention through Mr. Penteliuk may include clients of Genuity Financial Group or its subsidiaries and Genuity Financial Group and its subsidiaries may have contractual, fiduciary or other obligations to these clients which may be inconsistent with, or adverse to, our interests and the interests of our stockholders. In addition, nothing precludes Mr. Penteliuk, Genuity Financial Group or its subsidiaries from representing, investing in or participating in other blank check entities or other companies that compete with us for acquisition candidates. Finally, while no such agreement or arrangement is currently in place or contemplated, Genuity Financial Group or its subsidiaries would not be prohibited from earning a fee in connection with our initial business combination which could lead to a conflict of interest for Mr. Penteliuk.

Jovian Capital Corporation and its subsidiaries are under no legal or contractual obligation to perform any services on our behalf and they may take actions that conflict with our interests.

        Philip Armstrong, a member of our board, is the Chief Executive Officer and President and a director of Jovian Capital Corporation. Because of his position with Jovian Capital Corporation, Mr. Armstrong may become aware of potential acquisition candidates that might be appropriate for us. Mr. Armstrong has fiduciary duties to Jovian Capital Corporation which may conflict with our interests. Mr. Armstrong, Jovian Capital Corporation and its subsidiaries may have pre-existing fiduciary and contractual obligations to other parties which may conflict with our interests. For example, in the course of his duties for Jovian Capital Corporation, Mr. Armstrong may identify an acquisition candidate which could be appropriate for us, but he might be required to present that opportunity to Jovian Capital Corporation as a result of his fiduciary obligations to Jovian Capital Corporation and its subsidiaries. In addition, nothing prohibits Mr. Armstrong, Jovian Capital Corporation or its subsidiaries from investing in or participating in other blank check entities or other companies that compete with us for acquisition candidates. Neither Mr. Armstrong nor Jovian Capital Corporation is under any contractual obligation to perform any services on our behalf.

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If we were to engage in a business combination with one or more target businesses that have relationships with our existing stockholders, directors or officers, it may raise potential conflicts.

        If we were to engage in a business combination with one or more target businesses that have relationships with our existing stockholders, directors or officers, it may raise potential conflicts. In particular, Robert Penteliuk, in his capacity as financial advisor to clients of Genuity Financial Group and its subsidiaries, may present us with acquisition opportunities on behalf of those clients and, although no agreement or arrangement is currently in place or contemplated, Genuity Financial Group and its subsidiaries would not be prohibited from earning a fee in connection with our initial business combination. Also, the completion of a business combination between us and an entity owned by a business in which one of our directors or officers may have an interest could enhance their prospects for future business from such client. For example, because one of our directors is a principal of Genuity Capital Markets, another director is President and Chief Executive Officer of Jovian Capital Corporation and a director of JovFunds, and because our Chairman is Chairman of the Board of JovFunds, each may have a conflict of interest in determining whether to recommend a business combination in which our officers or directors may have an interest. In order to avoid such potential conflicts, we will not enter into a business combination with our officers, directors or private stockholders, or an entity affiliated with any of them.

Our current officers and directors may resign upon consummation of a business combination.

        Upon consummation of a business combination, the role of our officers and directors in the target business cannot presently be fully ascertained. While it is possible that one or more of our officers and directors will remain in senior management or as directors following a business combination, we may employ other personnel following the business combination. If we acquire a target business in an all cash transaction, it would be more likely that our officers and certain of our directors would remain with us if they chose to do so. If a business combination were structured as a merger whereby the stockholders of the target company were to control the combined company, following a business combination, it may be less likely that our officers or directors would remain with the combined company unless it was negotiated as part of the transaction via the acquisition agreement, an employment agreement or other arrangement. If, as a condition to a potential business combination, our officers negotiate to be retained after the consummation of the business combination, such negotiations may result in a conflict of interest. The ability of such individuals to remain with us after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. In making the determination as to whether current management should remain with us following the business combination, we will analyze the experience and skill set of the target business' management and negotiate as part of the business combination that certain of our officers and directors remain if it is believed that it is in the best interests of the combined company after the consummation of the business combination. Although we intend to closely scrutinize any additional individuals we engage after a business combination, we cannot assure investors that our assessment of these individuals will prove to be correct.

The shares of common stock and warrants owned by our private stockholders, officers and directors will not participate in liquidation distributions, and a conflict of interest may arise in determining whether a particular target acquisition is appropriate for a business combination.

        TFC Holdings Ltd., an entity owned 97% by Parkwood Holdings Ltd. and 3% by our outside directors, Parkwood Holdings Ltd., and our officers and directors beneficially own, in the aggregate, 3,125,000 shares of our common stock and 4,700,000 warrants but have waived their right to receive distributions (other than with respect to units they purchased in our initial public offering or common stock or warrants they purchase in the aftermarket) upon our dissolution and liquidation prior to a business combination. These shares and warrants will be worthless if we do not consummate a business

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combination. In addition, the 3,125,000 shares of common stock and 4,700,000 warrants are held in escrow and may not be transferred until the first anniversary of the consummation of a business combination and ninety days after consummation of a business combination, respectively. The personal and financial interests of our private stockholders, officers and directors, including their interest in releasing these transfer restrictions and in releasing their common stock and warrants from escrow may influence their motivation in identifying and selecting a target business and completing a business combination in a timely manner. Consequently, the discretion of our private stockholders, officers and directors in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our public stockholders' best interest.

If our common stock becomes subject to the SEC's penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

        If at any time we have net tangible assets of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our common stock will be subject to the "penny stock" rules promulgated under the Exchange Act. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

•

make a special written suitability determination for the purchaser;



•

receive the purchaser's written agreement to the transaction prior to sale;



•

provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and



•

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a "penny stock" can be completed.

        If our common stock becomes subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and our investors may find it more difficult to sell our securities.

Initially, we may only be able to consummate one business combination, which may cause us to be solely dependent on a single business and a limited number of products or services.

        Of the proceeds from our initial public offering and the private placement of warrants, $100,000,000 is held in the trust account and may be used by us to consummate a business combination. Our business combination must be with a business having a fair market value of at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of such acquisition. We have no limitation on our ability to raise additional funds through the sale of securities or the incurrence of indebtedness that would enable us to consummate a business combination with an operating business having a fair market value in excess of 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of such an acquisition. We have not entered into any such fundraising arrangement and have no current intention of doing so. Consequently, initially it is possible that we will have the ability to consummate only a single business combination. We may not be able to acquire more than one target business because of various factors, including insufficient financing or the difficulties involved in consummating the contemporaneous acquisition of more than one operating company, as is required by our second amended and restated certificate of incorporation. Therefore, it

27

is possible that we will have the ability to consummate a business combination with only a single operating business, which may have only a limited number of products or services. The resulting lack of diversification may:

•

result in our dependency upon the performance of a single or small number of operating businesses;



•

result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services; and



•

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.

        In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to consummate several business combinations in different industries or different areas of a single industry so as to diversify risks and offset losses. Further, the prospects for our success may be entirely dependent upon the future performance of the initial target business or businesses we acquire.

Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate a business combination during the prescribed time period.

        We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and operating businesses competing for the types of businesses that we intend to primarily focus on. Many of these individuals and entities are well established and have extensive experience in identifying and consummating, directly or indirectly, acquisitions of companies in the financial services industry. Many of these competitors possess greater technical, human and other resources, or more local industry knowledge, than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous target businesses that we could potentially acquire with the net proceeds of our initial public offering, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, the obligation we have to seek stockholder approval of a business combination may delay the consummation of a transaction. Additionally, our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses. Also, our obligation to convert into cash the shares of common stock in certain instances may reduce the resources available for a business combination. Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to consummate an initial business combination within the prescribed time period, we will be forced to dissolve and/or liquidate.

We will depend on the proceeds of our initial public offering not placed in the trust account and interest on the trust account available to us to fund our search for a target business or businesses and to consummate our initial business combination.

        We will depend on the $100,000 of proceeds of our initial public offering not placed in the trust account and up to $1,600,000 of interest earned on the trust account and released to us to provide us with working capital that we may need to identify one or more target businesses and to consummate our initial business combination. This may result in our having insufficient funds available with which to structure, negotiate or close an initial business combination. In such event, we would need to obtain additional funds from our initial stockholders or another source to continue operations.

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Our private stockholders, including our directors and officers, may vote shares of common stock they acquired in or following our initial public offering on a proposed business combination any way they choose.

        In connection with the stockholder vote required for a business combination, all of our private stockholders, including our directors, have agreed to vote the shares of common stock owned by them immediately before our initial public offering in accordance with the majority of the shares of common stock voted by the public stockholders. Any common stock acquired by private stockholders in the offering or the aftermarket will be considered part of the holdings of the public stockholders. These private stockholders will have the same rights as other public stockholders with respect to such shares, including voting and conversion rights in connection with a potential business combination. Accordingly, they may vote such shares on a proposed business combination any way they choose.

Our private stockholders, including our directors and officers, control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

        Our private stockholders (including our directors and officers), collectively own approximately 20.0% of our issued and outstanding shares of common stock. As a result, these stockholders will have the ability to influence certain actions requiring a stockholder vote, for example, the election of directors.

Our staggered board may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders.

        Our second amended and restated certificate of incorporation provides that our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. As a result, at any annual meeting only a minority of the board of directors will be considered for election. Since our "staggered board" would prevent our stockholders from replacing a majority of our board of directors at any annual meeting, it may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders.

Our outstanding warrants may have an adverse effect on the market price of our common stock and make it more difficult to consummate a business combination.

        In connection with our initial public offering, we issued warrants to purchase up to 12,500,000 shares of common stock. In addition, our initial stockholders and their affiliates own 4,700,000 warrants purchased in a private placement immediately prior to consummation of our initial public offering. To the extent we issue shares of common stock to consummate a business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in the eyes of a target acquisition. Such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to consummate the business combination. Therefore, our warrants may make it more difficult to consummate a business combination or increase the cost of acquiring the target acquisition. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent these warrants are exercised, our investors may experience dilution to their holdings.

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If our private stockholders exercise their registration rights, such exercise may have an adverse effect on the market price of our common stock and the existence of the registration rights may make it more difficult to consummate a business combination.

        Our private stockholders are entitled to make a demand that we register the resale of their shares of common stock at any time commencing three months prior to the date on which their shares are released from escrow. If our private stockholders exercise their registration rights with respect to all of their shares of common stock, there will be an additional 3,125,000 shares of common stock eligible for trading in the public market (as well as up to 4,700,000 additional shares of common stock issuable upon the exercise of the 4,700,000 warrants). The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registration rights may make it more difficult to consummate a business combination or increase the cost of acquiring the target acquisition, as the stockholders of the target acquisition may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of the registration rights may have on the trading market for our common stock.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to consummate a business combination, or we may be required to incur additional expenses if we are unable to dissolve after the expiration of the allotted time periods.

        If we are deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions that may make it more difficult for us to consummate a business combination, including:

•

restrictions on the nature of our investments; and



•

restrictions on the issuance of securities.

        In addition, we may have imposed upon us certain burdensome requirements, including:

•

registration as an investment company;



•

adoption of a specific form of corporate structure; and



•

reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

        To this end, the proceeds held in the trust account may be invested by the trust agent only in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940.

Our proposed target acquisition company could itself be an investment company.

        Although our target acquisition might include a hedge fund or a fund of funds, or a company that buys, manages and sells real estate properties on behalf of separate account clients and commingled investment pools, in these cases we would acquire a controlling interest which would not be a security for purposes of the Investment Company Act of 1940 (for example, a general partner interest in a partnership). We also might acquire an investment adviser to a hedge fund, fund of funds or a real estate asset manager. In none of these cases would the target company fall within the definition of an investment company under Section 3(a)(1) of the Investment Company Act. If we were to acquire an adviser to an investment company, then the Investment Company Act would apply to the relationship

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between the adviser and the investment company. For example, under Section 15 of the Investment Company Act, the advisory contract between the adviser and the investment company would be subject to approval of a majority of the investment company's stockholders.

        If we are deemed to be an investment company at any time, we will be required to comply with additional regulatory requirements under the Investment Company Act of 1940 which would require additional expenses for which we have not budgeted.

We may or may not obtain an opinion from an unaffiliated third party as to the fair market value of a target acquisition or that the price we are paying for the business is fair to our stockholders.

        Pursuant to our second amended and restated certificate of incorporation which we will file with the Delaware Secretary of State prior to consummation of the offering, our board of directors is not required to obtain an opinion from an unaffiliated third party that either the target acquisition we select has a fair market value in excess of 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) or that the price we are paying is fair to stockholders unless either (i) the board of directors is not able to independently determine that the target acquisition has a sufficient fair market value, or (ii) a conflict of interest exists with respect to the transaction. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors regarding the valuation of the target acquisition.

There may be tax consequences associated with our acquisition, holding and disposition of target companies and assets.

        We may incur significant taxes in connection with effecting acquisitions; holding, receiving payments from, and operating target companies and assets; and disposing of target companies and assets.

There is no guarantee that a market for our securities will be maintained, which would adversely affect the liquidity and price of our securities.

        Investors have access to information from only a relatively short period of our prior market history. The price of our securities may vary significantly due to reports of operating losses, one or more potential business combinations, the filing of periodic reports with the SEC and general market or economic conditions. Furthermore, an active trading market for our securities may not be sustained. Our investors may be unable to sell their securities unless a market can be sustained.

The American Stock Exchange may require us to submit a new listing application, subject to the initial listing requirements, in connection with a business combination, or may delist our securities from trading on its exchange, which could limit investors' ability to effect transactions in our securities and subject us to additional trading restrictions.

        Our securities are listed on the American Stock Exchange, a national securities exchange. We cannot guarantee that our securities will continue to be listed on the American Stock Exchange in the future. In addition, in connection with a business combination, it is likely that the American Stock Exchange may require us to file a new listing application and meet its initial listing requirements, as opposed to its more lenient continued listing requirements. We cannot guarantee that we will be able to meet those initial listing requirements at that time.

        If the American Stock Exchange delists our securities from trading on its exchange in the future, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

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•

determination that our common stock is a "penny stock," which would require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;



•

more limited amount of news and analyst coverage for us;



•

decreased ability to issue additional securities or obtain additional financing in the future; and



•

decreased ability of our security holders to sell their securities in certain states.

We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders.

        We may redeem the warrants issued as a part of our units (including the warrants sold in the private placement) at any time after the warrants become exercisable in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days' prior written notice of redemption, if and only if, the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants or (iii) to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to be practically worthless.

        No warrant will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants comprising the units to be sold in the offering is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure investors that we will be able to do so, and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Because we may acquire a company located outside of the United States, we may be subject to various risks of the foreign jurisdiction in which we ultimately operate in.

        If we acquire a company that has sales or operations outside the United States, we could be exposed to risks that negatively impact our future sales or profitability following a business combination, including:

•

tariffs and trade barriers;



•

regulations related to customs and import/export matters;



•

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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•

government instability;



•

different or inadequate banking systems;



•

currency fluctuations;



•

foreign exchange controls;



•

restrictions on the repatriation of profits or payment of dividends; or



•

nationalization or expropriation of property.

We may be subject to taxation in Canada, which would increase our operating expenses for which we have limited funds available.

        By virtue of maintaining an office in Canada, we may be subject to taxation in Canada, including Canadian income taxation. As a result, our aggregate tax liabilities in any particular taxation year may exceed the tax liabilities that would have arisen if we did not have an office or other permanent establishment in Canada. Canadian taxation legislation also differs in many material respects from tax legislation currently enacted in the United States, which may give rise to additional tax liabilities. These taxes may increase our operating expenses and we have limited funds available outside the trust account.

Because any target business with which we attempt to complete a business combination will be required to provide our stockholders with financial statements prepared in accordance with and reconciled to United States generally accepted accounting principles, the pool of prospective target businesses may be limited.

        In accordance with the requirements of United States federal securities laws, in order to seek stockholder approval of a business combination, a proposed target business will be required to have certain financial statements which are prepared in accordance with, or which can be reconciled to U.S. generally accepted accounting principles and audited in accordance with U.S. generally accepted auditing standards. To the extent that a proposed target business does not have financial statements which have been prepared with, or which can be reconciled to, U.S. GAAP, and audited in accordance with U.S. generally accepted auditing standards, we will not be able to acquire that proposed target business. These financial statement requirements may limit the pool of potential target businesses.

We are located outside the United States and, if we acquire one or more Canadian financial services businesses, our assets would be located and a number of our directors and officers would be resident outside the United States, which may hinder service of process or make it impossible, difficult or more costly for an investor to enforce a judgment granted by a United States court against us or such persons.

        We are incorporated under the laws of Delaware, but our head office is located and a number of our directors and officers may be resident in Canada. If we acquire one or more Canadian financial services businesses, a number of our directors and officers may be resident in Canada and a substantial portion of their assets and substantially all of our assets will be located in Canada. As a result, it may be difficult for an investor to effect service of process within the United States upon the directors and officers who are not residents of the United States. It may also be difficult for an investor to enforce judgments in the courts of the United States, including those based upon the civil liability under United States federal securities laws, against us where damages exceed the realizable value of U.S.-based assets or against directors and officers who are not residents of the United States. Therefore, judgments against us or such persons may have to be enforced in Canada and may be subject to additional defenses or may result in additional costs to the party seeking to enforce a judgment as a result.

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        Claim brought in Canadian courts, where appropriate, may be subject to defenses not available in actions in courts of the United States or may result in additional costs or different damages being awarded to the party bringing the claim.

If we acquire one or more Canadian financial services businesses, we may incur additional costs due to currency exchange and we could experience gains or losses solely on changes in the exchange rate between the U.S. Dollar and the Canadian Dollar.

        If we make an acquisition of a Canadian financial services business in Canadian Dollars, fluctuation in the U.S./Canadian Dollar exchange rate could affect the cost of acquisition because our cash assets are in U.S. Dollars. For example, an increase in the value of the Canadian Dollar relative to the U.S. Dollar would result in our paying a higher U.S. Dollar purchase price because we would be required to convert more U.S. Dollars to buy the necessary amount of Canadian Dollars to fund the purchase price.

        If we acquire one or more Canadian financial services businesses with our cash assets, our assets, liabilities and earnings would be denominated in Canadian Dollars. As a result, our earnings may be affected favorably or unfavorably by changes in the exchange rates between the U.S. Dollar and the Canadian Dollar. For example, an increase in the value of the Canadian Dollar relative to the U.S. Dollar would result in higher profits when those profits are converted into U.S. Dollars. Conversely, a decrease in the value of the Canadian Dollar relative to the U.S. Dollar would result in lower profits when those profits are converted into U.S. Dollars. Similarly, the overall value of our assets and any Canadian Dollar liabilities would fluctuate up or down with the value of the Canadian Dollar. Fluctuations in the in the U.S./Canadian exchange rate could adversely affect the value of our shares. We may also incur transaction costs associated with exchanging Canadian Dollars into U.S. Dollars.

        We may manage the currency risks by hedging through forward currency contracts, currency futures, currency swap agreements or currency options, but there is no assurance that we will employ such measures or, if employed, they will effectively manage currency risk.

Provisions in our second amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

        Our second amended and restated certificate of incorporation and bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred stock.

        We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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Risks Related to the Financial Services Industry

We may be subject to significant regulatory requirements in connection with our efforts to consummate a business combination with a financial services firm, which may result in our failure to consummate our initial business combination within the required time frame and may force us to liquidate.

        The Canadian Competition Act provides that pre-merger notification filings must be submitted in connection with mergers and acquisitions that meet certain asset and revenue thresholds, including where the assets or revenues of an acquired business exceed C$50,000,000. A notifiable transaction cannot ordinarily close until the expiration of a waiting period of either 14 or 42 days following notification, depending on the type of filing submitted, unless the parties obtain an advance ruling certificate. Moreover, acquisitions of Canadian businesses by non-Canadians may be subject to review by Industry Canada and Ministerial approval; in the case of an investment to acquire control of a Canadian business that provides any financial service, the threshold for such review is C$5,000,000. In addition, acquisition of financial services companies are often subject to significant regulatory requirements and consents, and we will not be able to consummate a business combination with certain types of financial services companies without complying with applicable laws and regulations and obtaining required governmental and other necessary third party consents, possibly in advance of transaction consummation. For example, if we were to attempt to acquire or acquire control of a dealer or adviser in Canada, the prior approval of the securities regulatory authorities in Canada would be required. In addition, if we were to acquire or attempt to acquire control of an investment management firm in Canada, we would be required to give notice to the firm's investment management clients; whereas, in the United States, we would have to obtain consents of the firm's investment management clients or enter into new contracts with them. There is no assurance that we would be able to obtain such consents or maintain existing or enter into new contracts. Similarly, if we were to attempt to acquire certain banks, we would be required to obtain, in Canada, approval of the Office of the Superintendent of Financial Institutions and, in the United States, the prior approval of relevant federal and state banking agencies, which may include the Board of Governors of the Federal Reserve Systems, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and/or state banking commissions. In determining whether to approve applications we may file, the agencies will consider a number of factors including, but not limited to, our current and pro forma financial condition and that of the target as well as the target's compliance with the Community Reinvestment Act and the USA PATRIOT Act. In addition, even if the applications are approved, federal and state banking regulators may impose conditions on the consummation of any transaction. If our acquisition target were an insurance company, in Canada, it would be necessary to obtain approval of the Office of the Superintendent of Financial Institutions in the case of a federally-regulated insurance company and the applicable provincial insurance regulator in the case of a provincially-regulated insurance company, and, in the United States, state insurance commissioners in the state or states where the insurance company is domiciled would review an acquisition transaction and could prevent it by withholding their consent. Similar approvals would be required in the case of an acquisition of an insurance holding company. The acquisition of a business in other sectors of the financial services industry may require similar approvals or consents.

        In addition, in the United States, in connection with seeking prior approval for an acquisition of a bank or insurance company in the United States or providing notice of change to such company, any individual or entity holding a 10% or greater interest in our equity may be required to participate as notificants or applicants. Moreover, any bank holding company with a 5% or greater interest in our equity may be independently required to seek approval to retain such interest following our acquisition of certain types of banks. In Canada, any individual or entity seeking to acquire more than 10% of the shares of any class of shares of a bank or federally-regulated insurance company or bank or insurance holding company must first obtain approval of the Minister of Finance (by way of application to the Office of Superintendent of Financial Institutions). Moreover, there are different ownership restrictions

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based on size thresholds that are applicable to larger banks and insurance companies. In the United States, there exists a presumption of "control" when an acquiring party acquires 10% or more (5% or more, in the case of Florida) of the voting securities of an insurance company or insurance holding company. Therefore, any person acquiring 10% or more (5% or more, in the case of Florida) of common stock or other voting securities of such a company would need the prior approval of the state insurance regulators in the state or states in which such company is domiciled or commercially domiciled. We may not receive any such required approvals or we may not receive them in a timely manner, including as a result of factors or matters beyond our control. Satisfying any requirements of regulatory agencies may delay the date of our consummation of our initial business combination beyond the required time frame (October 17, 2008 or April 17, 2009 if a letter of intent, agreement in principle or a definitive agreement has been executed by October 17, 2008 and the initial business combination relating thereto has not yet been consummated by October 17, 2008). If we fail to consummate our initial business combination within the required time frame, we will be forced to liquidate.

The financial services industry faces substantial regulatory and litigation risks and conflicts of interest, and, after the consummation of a business combination with a company in the financial services industry, we may face legal liability and reduced revenues and profitability if our services are not regarded as compliant or for other reasons.

        The financial services industry is subject to extensive regulation. Many regulators, including U.S., Canadian and other government agencies and self-regulatory organizations, as well as state and provincial securities commissions, insurance regulators and attorneys general, are empowered to conduct administrative proceedings and investigations that can result in, among other things, censure, fine, the issuance of cease-and-desist orders, prohibitions against engaging in some lines of business, suspension or termination of licenses or the suspension or expulsion of a broker-dealer, investment adviser or insurance distributor. The requirements imposed by regulators are designed to ensure the integrity of the financial markets and to protect customers, policyholders and other third parties who deal with financial services firms and are not designed to protect our stockholders. Regulations and investigations may result in limitations on our activities, such as the restrictions imposed on several leading securities firms as part of a settlement these firms reached with federal and state securities regulators and self-regulatory organizations in 2003 to resolve investigations into equity research analysts' alleged conflicts of interest.

        Banks domiciled or operating in the United States and their holding companies are subject to extensive regulation and supervision by applicable federal and state banking agencies. Many of these regulations are intended to protect parties other than stockholders, such as depositors. If we were to acquire a bank, these regulations may limit our operations significantly and control the methods by which we conduct our business, including our lending practices, capital structure, investment practices and dividend policy. In addition, banks and their holding companies generally are subject to rigorous capital requirements and may be examined on a regular basis for their general safety and soundness and compliance with various federal and state legal regimes, including, but not limited to, the Community Reinvestment Act, the Truth in Lending Act, the Equal Credit Opportunity Act, the Real Estate Settlement and Procedures Act, the Fair Credit Reporting Act and the Bank Secrecy Act, as amended by the USA PATRIOT Act. Failure to comply with these requirements or receive a satisfactory examination may subject a bank to informal or formal agreements, such as a memorandum of understanding, deferred prosecution agreement or cease-and-desist order, and may also result in the assessment of civil monetary penalties or the limitation of expansionary activities at both the bank and holding company levels. Canadian banks and their stockholders are subject to similar extensive regulation and supervision relating to the conduct of business, capital requirements, safety and soundness and compliance.

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        Governmental and self-regulatory organizations, including in Canada, the provincial securities commissions, such as the Ontario Securities Commission, the Investment Dealers Association and the Mutual Fund Dealers Association, and in the United States, the SEC, the FINRA and national securities exchanges such as the American Stock Exchange and the New York Stock Exchange, impose and enforce regulations on broker-dealers, investment banking firms, investment advisers and similar financial services companies. In both Canada and the U.S., self-regulatory organizations adopt rules, subject to approval by the applicable Canadian securities regulatory authority and the SEC, respectively, that govern aspects of the financial services industry and conduct periodic examinations of the operations of registered investment dealers, broker-dealers and investment advisers. For example, Canadian investment dealers and U.S. broker-dealers are subject to rules and regulations that cover all aspects of the securities business including: sales methods and trade practices; use and safekeeping of customer funds and securities; capital structures; recordkeeping; the preparation of research; the extension of credit; and the conduct of officers and employees. The types of regulations to which investment advisers are subject are also extensive and include: minimum capital requirements (under Canadian provincial securities law), recordkeeping; fee arrangements; client disclosure; custody of customer assets; and the conduct of officers and employees. In addition, investment advisers and dealers in Canada are subject to anti-money laundering and privacy legislation.

        The Investment Dealers Association, the applicable Canadian securities authorities, the SEC, the FINRA and various regulatory agencies also have stringent rules with respect to the maintenance of specific levels of net capital by securities brokerage firms. Failure to maintain the required net capital may subject a firm to suspension or revocation of registration by applicable Canadian Securities authorities and SEC and suspension or expulsion from Investment Dealers Association and FINRA and other regulatory bodies, which ultimately could prevent any broker-dealers that we acquire or acquire control of from performing as a broker-dealer. In addition, a change in the net capital rules, the imposition of new rules or any unusually large charge against net capital could limit the operations of broker-dealers, which could harm our business if we were to consummate a business combination with a securities brokerage firm. Similar capital requirements apply to insurance companies. In the United States, under laws adopted by individual states, insurers engaged in certain lines of business are subject to risk based capital requirements. Insurers having less total adjusted capital than that required under the risk based capital laws are subject to varying degrees of regulatory action, depending on the level of capital inadequacy. Maintaining appropriate levels of statutory surplus is also considered important by state insurance regulatory authorities. Failure by an insurance company to maintain certain levels of statutory surplus could result in increased regulatory scrutiny and enforcement.

        In addition, insurance companies are subject to extensive regulation and supervision in the jurisdictions in which they do business. For example, in the United States, state insurance departments have broad powers with respect to such things as: licensing companies to transact business; authorizing lines of business; imposing dividend limitations; licensing agents and distributors of insurance products; restricting companies' ability to enter and exit markets; mandating certain insurance benefits; restricting companies' ability terminate or cancel coverage; requiring companies to provide certain types of coverage; regulating premium rates, including the ability to increase premium rates; approving policy forms; regulating trade, marketing, sales and claims practices; imposing privacy requirements; establishing reserve requirements and solvency standards; restricting certain transactions between affiliates; and regulating the type, amounts and valuation of investments.

        The regulatory environment in which we will operate is also subject to modifications and further regulations. New laws or regulations or changes in the enforcement of existing laws or regulations applicable to us also may adversely affect our business, and our ability to function in this environment will depend on our ability to constantly monitor and react to these changes. For example, in the United States recently the insurance industry has been subject to a significant level of scrutiny by various regulatory bodies, including state attorneys general and insurance departments, concerning

37

certain practices within the insurance industry. These practices include, without limitation, the receipt of contingent commissions by insurance brokers and agents from insurance companies and the extent to which such compensation has been disclosed, bid rigging and related matters. As a result of these and related matters, including actions taken by the New York State Attorney General, there have been a number of proposals to modify various provincial and state laws and regulations and industry practices and guidelines regarding insurance agents and brokers, including proposals by the National Association of Insurance Commissioners, that could impose additional legal obligations, including disclosure obligations, on us if we were to offer insurance or other financial products.

        In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial services firms has been increasing. After our initial business combination, our engagement agreements or arrangements may include provisions designed to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be adhered to in all cases. We may also be subject to claims arising from disputes with employees for alleged discrimination or harassment, among other things. The risk of significant legal liability is often difficult to assess or quantify and its existence and magnitude often remain unknown for substantial periods of time. As a result, we may incur significant legal expenses in defending against litigation. Substantial legal liability or significant regulatory action against us could materially adversely affect our business, financial condition or results of operations or cause significant reputational harm to us, which could seriously harm our business.

        Financial services firms are subject to numerous conflicts of interest or perceived conflicts of interest. We will need to adopt various policies, controls and procedures to address or limit actual or perceived conflicts and regularly seek to review and update our policies, controls and procedures. However, these policies, controls and procedures may result in increased costs, additional operational personnel and increased regulatory risk. Failure to adhere to these policies and procedures may result in regulatory sanctions or client litigation. There have been a number of highly publicized cases involving fraud or other misconduct by employees in the financial services industry in recent years, and we run the risk that employee misconduct could occur. It is not always possible to deter or prevent employee misconduct and the precautions we take to prevent and detect this activity may not be effective in all cases.

After the consummation of our initial business combination, we will face strong competition from financial services firms, many of whom have the ability to offer clients a wider range of products and services than we may be able to offer, which could lead to pricing pressures that could materially adversely affect our revenue and profitability.

        After consummation of our initial business combination in the financial services industry, we will compete with other firms—both domestic and foreign—on a number of factors, including the quality of our employees, transaction execution, our products and services, innovation, reputation and price. We may fail to attract new business and we may lose clients if, among other reasons, we are not able to compete effectively. We will also face significant competition as result of a recent trend toward consolidation in this industry. In the past several years, there has been substantial consolidation and convergence among companies in the financial services industry. In particular, since the passage of the Gramm- Leach-Bliley Act in 1999, which reduced barriers to banks providing a wide range of financial services, a number of large commercial banks, insurance companies and other broad-based financial services firms have established or acquired broker-dealers or have merged with other financial institutions. Many of these firms have the ability to offer a wide range of products such as loans, deposit-taking and insurance, brokerage, investment management and investment banking services, which may enhance their competitive position. They also have the ability to support investment banking with commercial banking, insurance and other financial services revenue in an effort to gain market share, which could result in pricing pressure on other businesses. We believe, in light of increasing

38

industry consolidation and the regulatory overhaul of the financial services industry, that competition will continue to increase from providers of financial services products.

The financial services industry has inherent risks, which may affect our net income and revenues.

        The financial services business is, by its nature, subject to numerous and substantial risks, including volatile trading markets and fluctuations in the volume of market activity. Consequently, our net income and revenues are likely to be subject to wide fluctuations, reflecting the effects of many factors, including: general economic conditions; securities market conditions; the level and volatility of interest rates and equity prices; competitive conditions; liquidity of global markets; international and regional political conditions; regulatory and legislative developments; monetary and fiscal policy; investor sentiment; availability and cost of capital; technological changes and events; outcome of legal proceedings; changes in currency values; inflation; credit ratings; and the size, volume and timing of transactions. These and other factors could affect the stability and liquidity of securities and futures markets, and the ability of issuers, other securities firms and counterparties to perform their obligations.

        A reduced volume of securities and futures transactions and reduced market liquidity generally results in lower revenues from principal transactions and commissions. Lower price levels for securities may result in a reduced volume of transactions and may also result in losses from declines in the market value of securities held in proprietary trading and underwriting accounts, particularly in volatile or illiquid markets, or in markets influenced by sustained periods of low or negative economic growth, including the risk of losses resulting from the ownership of securities, trading and the failure of counterparties to meet commitments. In particular, if we consummate a business combination with an investment management firm, our business could be expected to generate lower revenue in a market or general economic downturn. Under a typical arrangement for an investment management business, the investment advisory fees we could receive would be based on the market value of the assets under management. Accordingly, a decline in the prices of securities would be expected to cause our revenue and income to decline by:

•

causing the value of the assets under management to decrease, which would result in lower investment advisory fees;



•

causing negative absolute performance returns for some accounts which have performance-based incentive fees, resulting in a reduction of revenue from such fees; or



•

causing some of our clients to withdraw funds from our investment management business in favor of investments they perceive as offering greater opportunity and lower risk, which also would result in lower investment advisory fees.

Operational risks may disrupt our business, result in regulatory action against us or limit our growth.

        Financial services businesses are dependent on communications and information systems, including those of vendors. Any failure or interruption of these systems, whether caused by fire, other natural disaster, power or telecommunications failure, act of terrorism or war or otherwise, could materially adversely affect operating results. After the consummation of a business combination, we will need to continue to make investments in new and enhanced information systems. Interruption or loss of our information processing capabilities or adverse consequences from implementing new or enhanced systems could have a material adverse effect on our business and the price of our common stock and warrants. As our information system providers revise and upgrade their hardware, software and equipment technology, we may encounter difficulties in integrating these new technologies into our business. Additionally, our systems may be subject to infiltration by unauthorized persons. If our systems or facilities were infiltrated and damaged by unauthorized persons, our clients could experience

39

data loss, financial loss and significant business interruption. If that were to occur, it could have a material adverse effect on our business, financial condition and results of operations.

Many financial services firms face credit risks which, if not properly managed, could cause revenues and net income to decrease.

        Many types of financial services firms, including banks and broker-dealers, lend funds to their customers. Among the risks all lenders face is the risk that some of their borrowers will not repay their loans. The ability of borrowers to repay their obligations may be adversely affected by factors beyond our control, including local and general economic and market conditions. A substantial portion of the loans may be secured by liens on real estate or securities. These same factors may adversely affect the value of real estate and securities as collateral. If we enter into a business combination with a firm that makes loans, we would maintain an allowance for loan losses to reflect the level of losses determined by management to be inherent in the loan portfolio. However, the level of the allowance and the amount of the provisions would only be estimates based on management's judgment and regulatory guidance, and actual losses incurred could materially exceed the amount of the allowance or require substantial additional provisions to the allowance, either of which would likely have a material adverse effect on our revenues and net income.

ITEM 1B. UNRESOLVED STAFF COMMENTS

        Not applicable.

ITEM 2. PROPERTIES

        We maintain our principal executive offices at BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3. The cost for this approximately 1,500 square feet of space is included in the $7,500 monthly fee that Parkwood Holdings Ltd., a company that is wholly owned by Messrs. McMillan and McKay and JovFunds, or an affiliate of Parkwood Holdings Ltd., will charge us for general and administrative services, including office space, utilities and administrative support, commencing on the effective date of our initial public offering and terminating upon consummation of our business combination or the distribution of the trust account to our public stockholders. We believe, based on fees for similar services in the Toronto, Ontario metropolitan area, that the fee charged by Parkwood Holdings Ltd., or an affiliate of Parkwood Holdings, Ltd., is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

        None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

        Our units, which consist of one share of our common stock, par value $0.001 per share, and one warrant to purchase one share of our common stock, trade on the American Stock Exchange, or AMEX, under the symbol "TNF.U." Our warrants and common stock have traded separately on the AMEX under the symbols "TNF.WS" and "TNF," respectively, since May 16, 2007. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $6.00 commencing on the later of our consummation of an initial business combination or April 11, 2008. Our warrants will expire at 5:00 p.m., New York City time, on April 11, 2011, or earlier upon redemption.

        The following table sets forth, for the calendar quarter indicated, the high and low closing sales prices per unit, warrant and share of common stock, respectively, as reported on the AMEX. The quotations listed below reflect interdealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions.

	Units(1)				Warrants(2)				Common Stock(3)
Quarter ended
	High		Low		High		Low		High		Low
First Quarter*		—		—		—		—		—		—
Second Quarter*		—		—		—		—		—		—
Third Quarter *		—		—		—		—		—		—
Fourth Quarter (April 12, 2007 to June 30, 2007)	$	8.52	$	7.92	$	0.99	$	0.80	$	7.64	$	7.51

(1)

Represents the high and low closing sales prices from our first day of trading on April 12, 2007 through June 30, 2007.

(2)

Represents the high and low closing sales prices from May 16, 2007, the date that our warrants first became separately tradable, through June 30, 2007.

(3)

Represents the high and low sales closing prices from May 16, 2007, the date that our common stock first became separately tradable, through June 30, 2007.

*

No amounts are included as none of our securities commenced trading on the AMEX until April 12, 2007.

        Source: American Stock Exchange 2007. 7 September 2007. <http://www.amex.com/>

Holders

        As of September 6, 2007, we had 1 holder of record of our units, 2 holders of record of our common stock and 4 holders of record of our warrants.

Dividends

        We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present

41

intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future. If, after we consummate a business combination, we become a holding company with a risk-bearing operating company subsidiary, the ability of that subsidiary to pay dividends to our stockholders, either directly or through us, may be limited by statute or regulation.

Performance

        The graph below compares the cumulative total return of our common stock from April 12, 2007 through June 30, 2007 with the cumulative total return of companies comprising the S&P 500 Index and a peer group selected by us. The graph plots the growth in value of an initial investment of $100 in each of our common stock, the S&P 500 Index and a peer group selected by us over the indicated time periods, and assuming reinvestment of all dividends, if any, paid on the securities. We have not paid any cash dividends and, therefore, the cumulative total return calculation for us is based solely upon stock price appreciation and not upon reinvestment of cash dividends. The stock price performance shown on the graph is not necessarily indicative of future price performance.

        Our peer group is comprised of the following companies that were blank check companies and that, as of the measurement dates, had neither completed a business combination nor announced a business combination: Santa Monica Media Corp., Media & Entertainment Holdings, Inc., Churchill Ventures Ltd., Oceanaut, Inc., Geneva Acquisition Corp., Union Street Acquisition Corp., Dekania Corp., Renaissance Acquisition Corp., NTR Acquisition Co., Transforma Acquisition Group, Inc., Granahan McCourt Acquisition Corp., Energy Services Acquisition Corp., Marathon Acquisition Corp., Energy Infrastructure Acquisition Corp., Community Bankers Acquisition Corp., and North American Insurance Leaders.

Stock Performance Chart
Cumulative Total Return(1)
Comparison - Tailwind Financial, Inc., S&P 500, Peer Group

(1)

Tailwind Financial, Inc. Common Stock began trading on April 17, 2007.

42

Recent Sales of Unregistered Securities

(a)

During the past three years, we sold the following shares of common stock without registration under the Securities Act of 1933, as amended:

Stockholders	Number of Shares
TFC Holdings Ltd.	3,125,000

        The foregoing shares were issued on July 12, 2006 pursuant to the exemptions from registration contained in Section 4(2) and Regulation S of the Securities Act of 1933, as amended. The shares were sold for an aggregate offering price of $31,250. No underwriting discounts or commissions were paid with respect to such sales. TFC Holdings Ltd. is owned by Robert C. Hain, Stephen T. Moore and Robert Penteliuk, each of whom are directors, and Parkwood Holdings Ltd., an entity owned by Gordon A. McMillan, our Chairman, Andrew A. McKay, our Chief Executive Officer, and JovFunds Management Inc. On March 14, 2007, we declared a 1 for 1.15 stock split in the form of a dividend and these shares converted into 3,593,750 shares. 468,750 of such shares were redeemed by the Company for no consideration following expiration of the underwriters' overallotment option.

        During the past three years, we sold the following warrants without registration under the Securities Act of 1933, as amended:

Warrant holders	Number of Warrants
Parkwood Holdings Ltd.	4,700,000

        The foregoing warrants were issued on April 17, 2007 pursuant to the exemptions from registration contained in Section 4(2) and Regulation S of the Securities Act of 1933, as amended. The warrants were sold for an aggregate offering price of $4,700,000 at a purchase price of $1.00 per warrant. No underwriting discounts or commissions were paid with respect to such sales. Parkwood Holdings Ltd. is owned by Gordon A. McMillan, our Chairman, Andrew A. McKay, our Chief Executive Officer, and JovFunds. 1,762,500 of such warrants were subsequently transferred to 1600624 Ontario Inc., a corporation controlled by Mr. McMillan, and subsequently transferred to McMillan Family Foundation, a charitable foundation controlled by Mr. McMillan and his spouse. 587,500 of such warrants were subsequently transferred to 2099388 Ontario Inc., a corporation controlled by Mr. McKay.

Use of Proceeds from our Initial Public Offering and Private Placement

        On April 17, 2007, we closed our initial public offering of 12,500,000 units with each unit consisting of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $6.00 per share. All of the units registered were sold at an offering price of $8.00 per unit and generated gross proceeds of $100,000,000. The securities sold in our initial public offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-135790). The Securities and Exchange Commission declared the registration statement effective on April 11, 2007. Deutsche Bank Securities Inc. served as the lead underwriter in our initial public offering.

        Of the gross proceeds from our initial public offering: (i) we deposited $100,000,000 into a trust account at JP Morgan Chase Bank, NA, maintained by American Stock Transfer & Trust Company, as trustee, which amount included $3,000,000 of contingent underwriting discount and $4,700,000 that we received from the sale of warrants to Parkwood; (ii) the underwriters received $4,000,000 as underwriting discount (excluding the contingent underwriting discount); and (iii) we used $600,000 for offering expenses. None of the offering proceeds were paid directly or indirectly to any of our officers,

43

directors or 10% stockholders. The net proceeds deposited into the trust account remain on deposit in the trust account, and have earned interest of approximately $1,000,000 through June 30, 2007.

        Following the consummation of our initial public offering through June 30, 2007, we incurred an aggregate of $203,856 in additional expenses, which consists of approximately $16,600 for director and officer insurance and other insurance, $84,500 for legal and accounting fees unrelated to our initial public offering, $35,000 for Delaware franchise taxes, $22,500 to Parkwood Holdings Ltd., or an affiliate of Parkwood, through June 30, 2007 for our office space and other general and administrative services and $45,200 for other expenses. We also accrued an income tax provision of $271,000.

        The net remaining proceeds from the initial public offering after deducting the underwriting discounts and commissions, the offering expenses and all other expenditures through June 30, 2007 were approximately $101,030,000, which consists of $129,799 of cash held outside the trust account and $100,900,143 held in the trust account, including accrued interest.

Issuer Repurchases

PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares or Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
April 1, 2007 to April 31, 2007	468,750	(1)	$	0.00	N/A	N/A
May 1, 2007 to May 31, 2007	0			N/A	N/A	N/A
June 1, 2007 to June 30, 2007	0			N/A	N/A	N/A
Total	468,750		$	0.00	N/A

(1)

On May 17, 2007, 468,750 shares held by TFC Holdings Ltd. were redeemed by the Company for no consideration following expiration of the underwriters' overallotment option.

ITEM 6. SELECTED FINANCIAL DATA

        The following table summarizes the relevant financial data for our business and should be read in conjunction with our financial statements, and the notes and schedules related thereto, which are

44

included in this report. To date, our efforts have been limited to organizational activities and activities relating to our initial public offering and sourcing a suitable business combination candidate.

	Period from June 30, 2006 (inception) to June 30, 2007
Operating Revenues	$	—
Operating loss	$	—
Interest income	$	1,000,143
Net income	$	525,287
Net income attributable to common stockholders	$	367,753
Basic and diluted net income per share	$	0.07
Weighted average shares outstanding		4,918,259
Working capital deficit (excludes assets held in the trust account and deferred underwriting fees)	$	(329,715	)
Total assets	$	101,113,280
Common stock, subject to possible conversion, 3,748,750 shares at conversion value	$	30,147,534
Stockholders' equity	$	67,422,894

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        We were formed on June 30, 2006 to consummate a merger, capital stock exchange, asset acquisition, exchangeable share transaction or other similar business combination with an operating business in the financial services industry. Our initial business combination must be with a business or businesses whose collective fair market value is at least equal to 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' discount) at the time of the acquisition.

        On April 17, 2007, we completed our initial public offering ("IPO") of 12,500,000 Units. Each Unit consists of one share of our common stock, par value $0.001 per share, (the "Common Stock") and one warrant entitling the holder to purchase one share of our Common Stock at a price of $6.00. The public offering price of each Unit was $8.00, and we generated gross proceeds of $100,000,000 in the IPO. Of the gross proceeds: (i) we deposited $95,300,000 into a trust account at JP Morgan Chase Bank, NA, maintained by American Stock Transfer & Trust Company, as trustee, which included $3,000,000 of contingent underwriting discount; (ii) the underwriters received $4,000,000 as underwriting discount (excluding the contingent underwriting discount); and (iii) we retained $600,000 for offering expenses, plus $100,000 for working capital. In addition, we deposited into the trust account $4,700,000 that we received from the issuance and sale of 4,700,000 warrants to Parkwood Holdings Ltd., an entity owned 37.5% by our Chairman, Gordon McMillan, 12.5% by our Chief Executive Officer, Andrew McKay and 50% by JovFunds Management Inc.

        We intend to use substantially all of the funds held in the trust account, less the payment due the underwriter for the deferred underwriting discount, to acquire a target business. However, as long as we consummate a business combination with one or more target acquisitions with a fair market value equal to at least 80% of our net assets (excluding the amount held in the trust account representing the underwriters' deferred discount), we may use the assets in the trust account for any purpose we may choose. To the extent that our capital stock or debt is used in whole or in part as consideration to consummate a business combination, the remaining proceeds held in the trust account will be used as working capital, including director and officer compensation, change-in-control payments or payments to affiliates, or to finance the operations of the target business, make other acquisitions and pursue our growth strategies.

45

        We believe that the funds available to us outside of the trust account ($100,000) and up to $1,600,000 of the interest earned on the trust account that may be released to us will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period although we are not required to, we intend to use these funds to identify and evaluate prospective acquisition candidates, to perform business due diligence on prospective target businesses, to travel to and from offices, plants or similar locations of prospective target businesses, to select the target business to acquire and to structure, negotiate, and consummate the business combination.

        We anticipate that we will incur approximately $700,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigation, structuring and negotiating of a business combination, $180,000 for the administrative fee payable to Parkwood Holdings Ltd. or an affiliate of Parkwood Holdings Ltd. ($7,500 per month for 24 months), $300,000 of expenses in legal and accounting fees relating to our SEC reporting obligations, $150,000 for general working capital that can be used for fairness opinions in connection with our acquisition plans, and approximately $550,000 for director and officer liability insurance premiums and other miscellaneous expenses, including trustee and escrow agent fees, and reserves. We do not believe that we will need to raise additional funds following the offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through an offering of debt or equity securities if funds are required to consummate a business combination that is presented to us, although we have not entered into any such arrangements and have no current intention of doing so. Messrs. McMillan and McKay and JovFunds each have jointly and severally agreed to pay, on our behalf any expenses in excess of $1,700,000 that we may incur in connection with our pursuit of a business combination. Such amounts will be reimbursed upon consummation of our initial business combination.

        As indicated in the accompanying financial statements, at June 30, 2007, we had $129,799 in cash and $100,900,143 in cash held in the trust account. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure investors that our plan to consummate a business combination will be successful.

        For the period from June 30, 2006 (inception) through June 30, 2007, we had a net income of $525,287, consisting of interest income of approximately $1 million less costs attributable to organization, formation and general and administrative of $203,856 and net of a provision for income taxes of $271,000. Through June 30, 2007 we did not engage in any significant operations. Our activities from inception through June 30, 2007 were to prepare for our IPO and begin the identification of a suitable business combination candidate.

Critical Accounting Policies

        The preparation of financial statements and related disclosures in conformity with general accepting accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have determined that we currently are not subject to any critical accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        To date, our efforts have been limited to organizational activities and activities relating to our initial public offering and the identification of a target business. We have neither engaged in any operations nor generated any revenues. As the proceeds from our initial public offering held in the trust account have been invested in short term investments, our only market risk exposure relates to fluctuations in interest.

46

        As of June 30, 2007, $100,900,143 of the net proceeds of our initial public offering (including accrued interest) was held in the trust account for the purposes of consummating a business combination. American Stock Transfer & Trust Company, the trustee, has invested the money held in the trust account at JPMorgan Chase Bank, NA.

        We have not engaged in any hedging activities since our inception on June 30, 2006. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Financial statements are attached hereto beginning on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A. CONTROLS AND PROCEDURES

        We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic filings with the SEC under the Exchange Act, including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to our management on a timely basis to allow decisions regarding required disclosure. Management, including our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) as of June 30, 2007. Based upon that evaluation, management has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. During our fiscal quarter ended June 30, 2007, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

ITEM 9B. OTHER INFORMATION

        None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Board of Directors and Executive Officers

        Our current directors and executive officers are as follows:

Name	Age	Position
Gordon A. McMillan	39	Chairman of the Board
Andrew A. McKay	48	Chief Executive Officer and President
John Anderson	61	Chief Financial Officer
Philip Armstrong	57	Director
Robert C. Hain	54	Director
Stephen T. Moore	53	Director
Robert Penteliuk	39	Director

Gordon A. McMillan has been an entrepreneur in the financial services industry in Canada for the past twelve years. From December 2005 until the present, he has served as Chairman and a director of JovFunds Management Inc. (formerly, Fairway Asset Management Corp.), an asset management holding company focused on private equity and structured investment products. From 2000 to 2005, Mr. McMillan was the Chief Executive Officer and a director of NGB Management Ltd., a private equity firm he founded which was focused on providing growth capital to life sciences companies in Canada. From 2000 to 2003, Mr. McMillan was the Chief Executive Officer and a director of Skylon Capital Corp., a private investment management holding company and VentureLink Capital Corp., a private equity firm providing growth capital to a broad range of companies in Canada, including firms operating in the Canadian financial services sector. Prior to co-founding Skylon and VentureLink, from 1995 to 2000 Mr. McMillan was the President, Chief Executive Officer and a director of Triax Capital Corp., a private Canadian investment management holding company. In addition to his activities in the Canadian investment management industry, Mr. McMillan was a founder and serves as Trustee of Impax Energy Services Income Trust, a publicly traded Canadian income trust which, through its subsidiaries, provides services to the Canadian oil and gas industry. Mr. McMillan holds a Bachelor of Laws degree from Queen's University in Kingston, Ontario and is a member of the Law Society of Upper Canada.

Andrew A. McKay was a founder and until November, 2006, a Managing Director of JovFunds, a private Canadian asset management firm which was sold to Jovian Capital Corporation, a public Canadian asset management firm, in 2006. From November 2003 until May 2006, Mr. McKay was Chief Executive Officer of JovFunds. Previously, from January 2000, to November 2003, Mr. McKay was a co-founder, Chief Operating officer and a Director of Skylon Capital Corp., an investment holding company. Prior to co-founding Skylon, from 1994 until 1999, Mr. McKay was a Director of Altamira International Bank (Barbados) Inc., the offshore asset management subsidiary of Altamira Management Ltd., a major Canadian investment counselor, and an officer of Ivory & Sime plc, a leading U.K. investment management firm. Mr. McKay is a Fellow of both the Institute of Chartered Management Accountants and the Institute of Chartered Secretaries and Administrators.

John Anderson serves as Chief Financial Officer of Impax Energy Services Income Trust. As a Chartered Accountant, Mr. Anderson was with Ernst & Young LLP for 24 years, the last 13 of which he served as a partner in the audit area. He left Ernst & Young LLP to become the chief financial officer of The T. Eaton Company Ltd. Having seen The T. Eaton Company through its first restructuring in 1997, Mr. Anderson spent two years with MDS Capital Corp., a venture capital company in the biotech sector. Mr. Anderson spent the next two years with a start-up company involved in nanotechnology. More recently, Mr. Anderson has been a financial consultant to numerous

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private and public companies, often as acting chief financial officer or project leader for complicated transactions. Mr. Anderson is currently a director of Roots Canada, a director of the Canadian Medical Discoveries Fund and Chairman of the board of Ridley College.

Philip Armstrong has been, since July 2003, the President and Chief Executive Officer and a Director of Jovian Capital Corporation, a TSX Venture Exchange-listed company which invests in the financial services industry, and was a founding principal in 2001. Prior to that time he was President and a Director of Altamira Investment Services Inc. from August 1987 to January 2001, and was also a founding Partner. Mr. Armstrong served as Chairman of The Investment Funds Institute of Canada and Chairman of The Mutual Fund Dealer's Association. He currently serves on the board of the Canadian Opera Company, Ireland Fund of Canada and Mr. Armstrong holds a BA (Law) with Honours from Manchester Polytechnical.

Robert C. Hain has been Chairman of City Financial Investment Company Limited, a London-based investment firm focused on providing mutual funds for individual investors in the United Kingdom, Europe and the Middle East, since January 2006. Prior to that time, from December 2001 until November 2004 he was Chief Executive Officer of INVESCO UK Ltd., a large asset manager in the United Kingdom and prior to that time, from 1998 until 2001, he was Chief Executive Officer of AMVESCAP's Canadian AIM TRIMARK business. Mr. Hain holds a Bachelor of Arts degree from the University of Toronto and a B Litt degree from Oxford University.

Stephen T. Moore has been a Managing Director and the Chief Compliance Officer for Newhaven Asset Management, Inc., an investment counseling firm, since its formation in January 2006. Mr. Moore has held a number of positions in the financial services industry during the past 27 years, including vice president and director of Burns Fry Ltd. from 1979 to 1993, Lancaster Financial Inc. from May 1993 to January 1995, and TD Securities Inc. from January 1995 to February 1996. In addition, he was a founder and Managing Director of Kensington Capital Partners, a company specializing in advisory services and private equity, from February 1996 to May 2004. Mr. Moore is currently a trustee of CI Financial Income Fund, a trustee of the Advantaged Preferred Share Trust, and a trustee of Impax Energy Services Income Trust. Mr. Moore holds a Bachelor's degree in Economics and a Masters of Business Administration from Queen's University.

Robert Penteliuk has been a principal of Genuity Capital Markets since February 2005 and in that capacity, has advised on a variety of major public financings and mergers and acquisitions. His most recent financing clients include Addenda Capital, Canaccord Capital, Gluskin Sheff and GMP Capital. Mr. Penteliuk has also acted as an advisor for numerous financial services mergers and acquisition transactions including CI Financial conversion to an income trust, Manulife's acquisition of John Hancock, Assante Corporation's sale to CI Fund Management, Mackenzie Financial Corporation's sale to Investors Group, as well as advising AMVESCAP PLC in its acquisition of Trimark Financial Corporation. Prior to joining Genuity Capital Markets in 2004, Mr. Penteliuk worked for CIBC World Markets from November 1997 until December 2004, most recently as a Managing Director in Investment Banking. Mr. Penteliuk's background includes experience in real estate, hospitality and technology sectors as well as corporate restructuring and workout situations. Mr. Penteliuk graduated with an Honours degree in Business Administration from Wilfrid Laurier University and has obtained his Chartered Financial Analyst designation.

        These individuals will play a key role in identifying and evaluating prospective acquisition candidates, selecting the target acquisition, and structuring, negotiating and consummating its acquisition. None of these individuals has been or currently are principals of or affiliated with a blank check company. However, we believe that the skills and expertise of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transactional expertise should enable them to successfully identify and consummate an acquisition.

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        The term of office of the first class of directors, consisting of Mr. Moore, will expire at our first annual meeting of stockholders in 2008. The term of office of the second class of directors, consisting of Messrs. Penteliuk and Armstrong, will expire at the second annual meeting in 2009. The term of office of the third class of directors, consisting of Messrs. McMillan and Hain, will expire at the third annual meeting in 2010. All of our directors have served as directors since the inception of our company.

Director Independence

        We currently have three independent directors: Robert C. Hain, Stephen T. Moore and Robert Penteliuk. Our board of directors currently complies with and we intend that it will continue to comply with the independence requirements of the American Stock Exchange (including the transition rules for companies consummating an initial public offering) and to be comprised of such number of independent directors as is required by such rules. By "independent director," we mean a person other than an officer or employee of ours or any other individual having a relationship, which, in the opinion of our board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors will be present.

        Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of our independent directors and our directors who do not have a pecuniary interest in the transaction, in either case who had access, at our expense, to attorneys or independent legal counsel. Whether or not independent, our directors will be our fiduciaries and, as such, must exercise discretion over future transactions consistent with their responsibilities as fiduciaries. Moreover, we intend to obtain estimates from unaffiliated third parties for similar goods or services, taking into account, in addition to price, the quality of the goods or services to be provided by such third parties to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from unaffiliated third parties.

Committees of the Board of Directors

        Our board of directors has established a standing audit committee and a standing nominating committee.

Audit Committee

        Our audit committee consists of Robert C. Hain, Stephen T. Moore and Robert Penteliuk, each of whom is an independent director. The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

•

serving as an independent and objective party to monitor our financial reporting process, audits of our financial statements and internal control system;



•

reviewing and appraising the audit efforts of our independent registered public accounting firm and internal finance department; and



•

providing an open avenue of communications among our independent registered public accounting firm, financial and senior management, our internal finance department, and the board of directors.

Independence of and Financial Experts on Audit Committee

        The audit committee currently has three independent directors and currently complies with and we intend that it will continue to comply with the independence requirements of the Rule 10A-3 of the Securities and Exchange Act of 1934, as amended, and the rules of the American Stock Exchange and

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is comprised of members who are "financially literate," meaning they are able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

        In addition, the audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual's financial sophistication. The board of directors has determined that Mr. Penteliuk satisfies the definition of financial sophistication and also qualifies as an "audit committee financial expert," as defined under the SEC's rules and regulations.

Nominating Committee

        Our nominating committee consists of Robert C. Hain, Stephen T. Moore and Robert Penteliuk and is responsible for selecting, researching and nominating directors for election by our stockholders and selecting nominees to fill vacancies on the board or a committee of the board.

        The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated should be actively engaged in business endeavors, have an understanding of financial statements, corporate budgeting and capital structure, be familiar with the requirements of a publicly traded company, be familiar with industries relevant to our business endeavors, be willing to devote significant time to the oversight duties of the board of directors of a public company, and be able to promote a diversity of views based on the person's education, experience and professional employment. The nominating committee evaluates each individual in the context of the board as a whole, with the objective of recommending a group of that can best implement our business plan, perpetuate our business and represent stockholder interests. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

Compensation of Officers and Directors

        No executive officer has received any cash compensation for services rendered to us. Commencing on the effective date of our registration statement through the consummation of an initial business combination, pursuant to a letter agreement, we have paid and will continue to pay Parkwood Holdings Ltd., a company that is wholly owned by Messrs. McMillan and McKay and JovFunds, or an affiliate of Parkwood Holdings, Ltd., a fee of $7,500 per month for providing us with administrative services. Other than the fees payable to Parkwood Holdings Ltd., or an affiliate of Parkwood Holdings, Ltd., pursuant to the agreement described above, no compensation of any kind, including finder's, consulting fees or other similar compensation, will be paid by us to any of our officers, directors, private stockholders or any of their respective affiliates, prior to or in connection with a business combination, provided, however, that, although no agreement or arrangement is currently in place or contemplated, Genuity Financial Group or its subsidiaries (affiliated with our director Robert Penteliuk) would not be prohibited from earning a fee in connection with our initial business combination. Our officers, directors and private stockholders and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Because of the foregoing, we will generally not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement.

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Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and 10% stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on copies of such forms received, we believe that, during the fiscal year ended June 30, 2007, all 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were met in a timely manner.

Code of Ethics

        Our board of directors has adopted a code of ethics, which establishes standards of ethical conduct applicable to all our directors, officers and employees. This code of ethics addresses conflicts of interest, compliance with disclosure controls and procedures and internal control over financial reporting, corporate opportunities and confidentiality requirements. The audit committee is responsible for applying and interpreting our code of ethics in situations where questions are presented to it.

        Our code of ethics may be viewed on our website at www.tailwindfc.com.

        We undertake to provide without charge to any person, upon written or verbal request of such person, a copy of the our code of ethics. Requests for a copy should be directed in writing to Tailwind Financial Inc., BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3, Attention: Andrew A. McKay, or by telephone at (416) 601-2422.

Promoters

        Any of Messrs. McMillan, McKay, Armstrong, Hain, Moore and Penteliuk and JovFunds may be deemed our "promoters" as that term is defined under the Federal securities laws.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        No executive officer has received any cash compensation for services rendered to us. Commencing on April 11, 2007, the effective date of our registration statement, through the consummation of a business combination, pursuant to a letter agreement, we will pay Parkwood Holdings Ltd., or an affiliate of Parkwood, a fee of $7,500 per month for providing us with administrative services. Other than the fees payable to Parkwood Holdings Ltd. pursuant to this agreement, no compensation of any kind, including finder's, consulting fees or other similar compensation, will be paid by us or any other entity to any of our existing officers, directors, existing stockholders or any of their respective affiliates, prior to or in connection with a business combination. However, such individuals and entities will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Because of the foregoing, we will generally not have the benefit of independent directors examining the propriety of expenses incurred on our behalf and subject to reimbursement. The compensation of our Chief Executive Officer, Chief Financial Officer and other officers will be determined by a majority of our independent directors in accordance with Section 805 of the American Stock Exchange Company Guide.

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Compensation Committee Interlocks and Insider Participation

        Our board of directors has not established a compensation committee of the board of directors. The compensation of our Chief Executive Officer, Chief Financial Officer and other officers will be determined by a majority of our independent directors in accordance with Section 805 of the American Stock Exchange Company Guide.

        No members of our board of directors has a relationship that would constitute an interlocking relationship with executive officers or directors of the company or another entity.

Compensation Committee Report

        Our board of directors has not established a compensation committee of the board of directors. The compensation of our Chief Executive Officer, Chief Financial Officer and other officers will be determined by a majority of our independent directors in accordance with Section 805 of the American Stock Exchange Company Guide.

        Our board of directors has reviewed and discussed the Compensation Discussion and Analysis with management, and, based on such review and discussion, the board of directors determined that the Compensation, Discussion and Analysis be included in this Annual Report on Form 10-K.

Independent Board Members:

Robert Hain
Robert Penteliuk
Stephen T. Moore

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The following table sets forth certain information regarding beneficial ownership of our common stock as of September 6, 2007, by each person who is known by us to own beneficially more than 5% of our outstanding shares of common stock.

Name of Beneficial Owner(1)	Amount of Beneficial Ownership of Common Stock	Percent of Common Stock(2)
Dorset Management Corporation(3)	1,250,000	9.38%
Fir Tree, Inc.(4)	965,000	7.24%
QVT Financial LP(5)	859,000	6.45%

(1)

Except as set forth in the footnotes to this table, the persons named in the table above have sole voting and dispositive power with respect to all shares shown as beneficially owned by them.

(2)

Amount and applicable percentage of ownership is based on 13,323,588 shares of our common stock outstanding on September 6, 2007, resulting in a different percentage than reported by the beneficial owners on their respective Schedule 13G filings.

(3)

David M. Knott is the president of Dorsett Management Corporation and may be deemed to beneficially own the same number of shares of common stock reported by Dorsett Management Corporation. The business address, or residence, of each of Mr. Knott and Dorsett Management Corporation is 485 Underhill Boulevard, Suite 205, Syosset, New York 11791. The foregoing information was derived from a Schedule 13G filed with the SEC on April 17, 2007.

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(4)

Sapling and Fir Tree Recovery Master Fund, L.P. are the beneficial owners of 774,900 shares of common stock and 190,100 shares of common stock, respectively. Fir Tree may be deemed to beneficially own the shares of common stock held by Sapling and Fir Tree Recovery as a result of being the investment manager of Sapling and Fir Tree Recovery. Sapling and Fir Tree Recovery are the beneficial owners of 5.0% and 1.2%, respectively, of the outstanding shares of common stock. Collectively, Sapling, LLC and Fir Tree, Inc. beneficially own 965,000 shares of common stock which represent 6.2% of the shares of common stock outstanding. Sapling may direct the vote and disposition of 774,900 shares of common stock. Fir Tree Recovery may direct the vote and disposition of 190,100 shares of common stock. Fir Tree has been granted investment discretion over the common stock held by Sapling and Recovery. The business address of each of Sapling, LLC and Fir Tree, Inc. is 505 Fifth Avenue, New York, New York 10017. The foregoing information was derived from a Schedule 13G filed with the SEC on April 20, 2007.

(5)

QVT Financial LP, or QVT Financial, is the investment manager for QVT Fund LP, or the Fund, which beneficially owns 831,884 shares of common stock. QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche Bank AG, or the Separate Account, which holds 27,116 shares of common stock. QVT Financial has the power to direct the vote and disposition of the shares of common stock held by the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 859,000 shares of common stock, consisting of the shares owned by the Fund and the shares held in the Separate Account. QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of common stock reported by QVT Financial. The Fund beneficially owns 831,884 shares of common stock. QVT Associates GP LLC, as General Partner of the Fund, may be deemed to beneficially own the same number of shares of common stock reported by the Fund. The Fund and the Separate Account also own warrants to purchase additional shares of common stock. Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of the shares of common stock owned by the Fund and the shares of common stock held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of all shares of common stock owned by the Fund, except to the extent of its pecuniary interest therein. The business address of each of QVT Financial LP, QVT Financial GP LLC, and QVT Associates GP LLC is 1177 Avenue of the Americas, 9th Floor, New York, New York 10036. The business address of QVT Fund LP is Walkers SPV, Walkers House, P.O. Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands. The foregoing information was derived from a Schedule 13G filed with the SEC on May 25, 2007.

        The following table sets forth certain information regarding beneficial ownership of our common stock and warrants as of September 6, 2007, by (i) each of our executive officers for the fiscal year ended June 30, 2006, (ii) each of our directors, and (iii) all directors and executive officers as a group.

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Our warrants become exercisable on the later of the completion of our initial business combination and April 11, 2008. These warrants expire on April 11, 2011, or earlier upon redemption.

Names and Addresses of Beneficial Owners(1)	Amount of Beneficial Ownership of Common Stock(2)	Percent of Common Stock	Amount of Beneficial Ownership of Warrants	Percent of Warrants
Executive Officers
Andrew A. McKay	378,906	2.4%	587,500	3.4%
John Anderson	0	0%	0	0%
Directors
Gordon A. McMillan(3)	3,125,000	20.0%	4,700,000	27.3%
Robert Penteliuk	31,250	0.2%	0	0.0%
Robert C. Hain	31,250	0.2%	0	0.0%
Stephen T. Moore	31,250	0.2%	0	0.0%
Philip Armstrong	0	0%	0	0%
All executive officers and directors as a group	3,125,000	20.0%	4,700,000	27.3%

(1)

The business address of each of our officers and directors is BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada, M5J 2T3.

(2)

TFC Holdings Ltd. holds 3,125,000 shares of common stock. TFC Holdings Ltd. is owned 97% by Parkwood Holdings Ltd. and 1% each by Messrs. Hain, Moore and Penteliuk. Members of TFC Holdings Ltd. have the right to vote the shares of our common stock that TFC Holdings Ltd. holds pro rata in accordance with each member's interest in TFC Holdings Ltd. Any shares of common stock acquired by TFC Holdings Ltd. cannot be sold or transferred until one year following our initial business combination. Upon the expiration of one year following our initial business combination, TFC Holdings Ltd. will distribute to its members all shares of our common stock that it holds. On August 24, 2006, JovFunds Management Inc. became a stockholder of Parkwood Holdings Ltd.; JovFunds Management Inc. owns 50%, Mr. McMillan owns 37.5% and Mr. McKay owns 12.5% of Parkwood Holdings Ltd.. Parkwood Holdings Ltd. also purchased 4,700,000 warrants sold in a private placement prior to the offering. Each of Messrs. McMillan and McKay disclaims beneficial ownership with respect to the shares and the warrants beneficially owned by Parkwood Holdings Ltd. except to the extent of their respective pecuniary interests therein.

(3)

Mr. McMillan is also an executive officer of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On July 12, 2006, we issued to the following shares of our common stock to the following entity for an aggregate of $31,250 in cash.

TFC Holdings Ltd.	3,125,000
Total:	3,125,000

        As a result of our 1 for 1.15 stock split in the form of a stock dividend on March 14, 2007, these shares converted into 3,593,750 shares. 468,750 of such shares were redeemed by us as the underwriters' over-allotment option was not exercised.

        TFC Holdings Ltd. is owned 97% by Parkwood Holdings Ltd. and 1% each by Messrs. Hain, Moore and Penteliuk, each of whom are members of our board of directors. We also sold to Parkwood

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Holdings Ltd., 4,700,000 warrants for $4,700,000 in cash, at a purchase price of $1.00 per warrant. Parkwood Holdings Ltd. is owned by Gordon A. McMillan, Andrew A. McKay and JovFunds Management Inc. Until November 2006, Mr. McKay, our Chief Executive Officer, was a Managing Director of JovFunds and Mr. McMillan is Chairman of JovFunds. 1,762,500 of such warrants were subsequently transferred to 1600624 Ontario Inc., a corporation controlled by Mr. McMillan, and subsequently transferred to McMillan Family Foundation, a charitable foundation controlled by Mr. McMillan and his spouse. 587,500 of such warrants were subsequently transferred to 2099388 Ontario Inc., a corporation controlled by Mr. McKay.

        The holders of the majority of these shares and warrants are entitled to make up to two demands that we register these shares, warrants and the shares of common stock underlying such warrants. The holders of the majority of these shares may elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the date on which these shares of common stock are released from escrow. The holders of the majority of these warrants can elect to exercise these registration rights at any time commencing three months prior to the date upon which they will first become eligible for resale. In addition, these warrant holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the date they become eligible for resale. We will bear the expenses incurred in connection with the filing of any of these registration statements.

        The payment to Parkwood Holdings Ltd., a company that is wholly owned by Messrs. McMillan and McKay and JovFunds, or to an affiliate of Parkwood Holdings, Ltd., of a monthly fee of $7,500 is for certain administrative services, including approximately 1,500 square feet of office space located at BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario, Canada, utilities and secretarial support. Mr. McKay is the President of Parkwood Holdings Ltd. and Messrs. McMillan and McKay and JovFunds each will benefit from the transaction with Parkwood Holdings Ltd., or an affiliate of Parkwood Holdings, Ltd. However, this arrangement is solely for our benefit and is not intended to provide Messrs. McMillan or McKay or JovFunds compensation in lieu of a salary.

        To fund pre-offering expenses associated with our initial public offering, Parkwood Holdings, Ltd. loaned $368,750 to us in exchange for a promissory note, without interest, which was repaid from the proceeds of our initial public offering.

        We will reimburse our officers and directors, subject to board approval, for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target acquisitions and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.

        Other than the $7,500 per month administrative fee payable to Parkwood Holdings Ltd., or to an affiliate of Parkwood Holdings, Ltd., and reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finder's and consulting fees, will be paid by us to any of our private stockholders, officers or directors who owned our common stock prior to the offering, or to any of their respective affiliates or family members for services rendered to us prior to or with respect to the initial transaction, provided, however, that, although no agreement or arrangement is currently in place or contemplated, Genuity Financial Group and its subsidiaries are not prohibited from earning a fee in connection with our initial business combination.

        All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties. Such transactions or loans, including any forgiveness of loans, will require prior approval by a majority of our uninterested "independent"

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directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested "independent" directors (or, if there are no "independent" directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

        Pursuant to our Audit Committee charter, following consummation of the offering, any related party transaction, as defined in SEC Rule S-K 404(a) must be reviewed and approved by our Audit Committee. The transactions described in this section were not pre-approved by our Audit Committee as they were entered into prior to consummation of our initial public offering.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

        The following table sets forth the fees billed or anticipated for the periods indicated for professional services rendered by BDO Seidman, LLP, our independent registered public accounting firm.

		Fiscal Year Ended June 30, 2007		Fiscal Year Ended June 30, 2006
Audit Fees(1)		$	98,903	N/A
Audit-Related Fees(2)		$	N/A	N/A
Tax Fees(3)		$	N/A	N/A
All Other Fees		$	N/A	N/A
	Total	$	98,903	N/A

(1)

Audit fees (including expenses) related to professional services rendered in connection with our initial public offering (financial statements included in our Registration Statement on Form S-1 and our Current Report on Form 8-K filed with the SEC on April 18, 2007), aggregating $72,179, for the audit of our financial statements for the period from June 30, 2006 (date of inception) to June 30, 2007, estimated to be $19,000, and for the quarterly review of financial statements included in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2007, $7,724.

(2)

Audit-related fees include professional services related to the audit of our financial statements and consultation on accounting standards or transactions.

(3)

Tax fees relate to professional services rendered for tax compliance, tax advice and tax planning.

Approval of Independent Registered Public Accounting Firm Services and Fees

        The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

        In addition to retaining BDO Seidman LLP to audit our financial statements for the period July 30, 2006 (date of inception) through June 30, 2007, we may retain BDO Seidman LLP to provide advisory services and due diligence work in connection with prospective business combinations to us in our 2008 fiscal year. We understand the need for BDO Seidman LLP to maintain objectivity and independence in its audit of our financial statements.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

        See financial statements commencing on page F-1 hereof.

(a)(2) Financial Statement Schedules

        No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements.

(a)(3) Exhibits

EXHIBIT INDEX

1.1	Underwriting Agreement
3.1	Second Amended and Restated Certificate of Incorporation
**3.2	Restated Bylaws
4.1	Specimen Unit Certificate
4.2	Specimen Common Stock Certificate
4.3	Specimen Warrant Certificate
4.4	Unit Purchase Option granted to Representative
4.5	Warrant Agreement between American Stock Transfer & Trust Company and the Registrant
4.6	Securities Escrow Agreement among American Stock Transfer & Trust Company, the Initial Stockholders and the Registrant
10.1	Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant
10.2	Registration Rights Agreement among the Registrant and the Initial Stockholders
*10.3	Administrative Services Agreement between the Registrant and Parkwood Holdings Ltd.
*10.4	Second Amended and Restated Subscription Agreement between the Registrant and TFC Holdings Ltd.
*10.5	Promissory Note issued to Parkwood Holdings Ltd. on July 12, 2006
*10.6	Second Amended and Restated Warrant Purchase Agreement between the Registrant and Parkwood Holdings Ltd.
10.7	Letter Agreement between the Registrant and Andrew A. McKay
10.8	Letter Agreement between the Registrant and Gordon A. McMillan
10.9	Letter Agreement between the Registrant and Robert Penteliuk
10.10	Letter Agreement between the Registrant and TFC Holdings Ltd.
10.11	Letter Agreement between the Registrant and Parkwood Holdings Ltd.
10.12	Letter Agreement between the Registrant and JovFunds Management Inc.
10.13	Letter Agreement between the Registrant and Robert C. Hain
10.14	Letter Agreement between the Registrant and Stephen T. Moore
10.15	Letter Agreement between Registrant and Philip Armstrong
*10.16	Promissory Note issued to Parkwood Holdings Ltd. on February 2, 2007
*10.17	Extension Agreement dated March 14, 2007
10.18	Amendment to Securities Escrow Agreement
10.19	Form of Indemnification Agreement
24	Power of Attorney (included on the signature page)
31.1	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer

58

31.2	Certification Pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934 of the Principal Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer
*99.1	Audit Committee Charter
*99.2	Code of Ethics
*99.3	Nominating Committee Charter

*

Incorporated by reference to the documents previously filed by us with the SEC, as exhibits to our registration statement on Form S-1 (File No. 333-135790) effective as of April 11, 2007.

**

Incorporated by reference to the Restated Bylaws previously filed by us with the SEC, as an exhibit to our Form 8-K filed on May 15, 2007.

59

SIGNATURES

        Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TAILWIND FINANCIAL INC.
By:	/s/  ANDREW A. MCKAY Name: Andrew A. McKay Title:  Chief Executive Officer

Date: September 25, 2007

POWER OF ATTORNEY AND SIGNATURES

        Each of the undersigned officers and directors of Tailwind Financial Inc. hereby severally constitutes and appoints Andrew A. McKay, his true and lawful attorney, with full power to him, to sign for him in his name in the respective capacities indicated below, all amendments to this Annual Report on Form 10-K, and generally to do all things in his name and on his behalf in such capacities to enable Tailwind Financial Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 25th day of September, 2007.

Name	Title	Date
/s/  GORDON A. MCMILLAN Gordon A. McMillan	Chairman of the Board	September 25, 2007
/s/  ANDREW A. MCKAY Andrew A. McKay	Chief Executive Officer (principal executive officer)	September 25, 2007
/s/  JOHN ANDERSON John Anderson	Chief Financial Officer (principal accounting and financial officer)	September 25, 2007
/s/  ROBERT PENTELIUK Robert Penteliuk	Director	September 25, 2007
/s/  ROBERT C. HAIN Robert C. Hain	Director	September 25, 2007

60

/s/  STEPHEN T. MOORE Stephen T. Moore	Director	September 25, 2007
/s/  PHILIP ARMSTRONG Philip Armstrong	Director	September 25, 2007

61

FINANCIAL STATEMENTS
Tailwind Financial Inc.
(A Development Stage Company)

Index of Financial Statements

		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements
	Balance Sheet as of June 30, 2007	F-3
	Statement of Operations for the period from June 30, 2006 (date of inception) through June 30, 2007	F-4
	Statement of Stockholders' Equity for the period from June 30, 2006 (date of inception) through June 30, 2007	F-5
	Statement of Cash Flows for the period from June 30, 2006 (date of inception) through June 30, 2007	F-6
	Notes to Financial Statements for the period from June 30, 2006 (date of inception) through June 30, 2007	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Stockholders of
Tailwind Financial Inc.

        We have audited the accompanying balance sheet of Tailwind Financial Inc. (a development stage company) as of June 30 2007, and the related statements of operations, stockholders' equity and cash flows for the period from June 30, 2006 (date of inception) through June 30, 2007. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tailwind Financial Inc. as of June 30, 2007, and the results of its operations and its cash flows for the period from June 30, 2006 (date of inception) to June 30, 2007 in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO Seidman, LLP
New York, New York
September 20, 2007

F-2

Tailwind Financial Inc.

(A Development Stage Company)

BALANCE SHEET

			June 30, 2007
ASSETS
Current assets:
	Cash		$	129,799
	Cash and cash equivalents held in the trust account (Note 1)			100,900,143
	Prepaid insurance			83,338
		Total Current Assets	$	101,113,280
		Total Assets	$	101,113,280
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Deferred underwriting fee (Note 4)		$	3,000,000
	Accrued offering costs			100,000
	Accounts payable and accrued expenses			171,852
	Income taxes payable			271,000
		Total current liabilities		3,542,852
Common stock subject to possible conversion (3,748,750 shares at conversion value) (Note 1)				30,147,534
Commitments (Note 4)
Stockholders' Equity (Notes 1 and 3):
	Preferred stock, par value $.01 per share, 5,000,000 shares authorized, 0 shares issued
	Common stock, par value $.001 per share, 70,000,000 share authorized, 11,876,250 shares issued and outstanding (excluding 3,748,750 shares subject to possible conversion)			12,298
	Additional paid-in capital			66,885,309
	Retained earnings accumulated in the development stage			525,287
		Total stockholders' equity		67,422,894
		Total liabilities and stockholders' equity	$	101,113,280

See notes to financial statements.

F-3

Tailwind Financial Inc.

(A Development Stage Company)

STATEMENT OF OPERATIONS
For the year ended June 30, 2006 (Inception) to June 30, 2007

Interest income	$	1,000,143
Formation, general and administrative expenses (Note 4)		203,856
Net income before income taxes		796,287
Income taxes (Note 6)		271,000
Net income for the year	$	525,287
Accretion of Trust Account relating to common stock subject to possible conversion		157,534
Net income attributable to common stockholders	$	367,753
Number of shares outstanding subject to possible conversion, basic and diluted		3,748,750
Net income per share subject to possible conversion, basic and diluted	$	0.04
Weighted average number of shares outstanding, basic and diluted		4,918,289
Net income per share—basic and diluted	$	0.07

See notes to financial statements.

F-4

Tailwind Financial Inc.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY
For the year ended June 30, 2006 (Inception) to June 30, 2007

	Common Stock
						Additional Paid-In Capital						Retained earnings accumulated in the development stage
	Shares		Amount						Treasury Stock					Total
Balance at, June 30, 2006	—		$	—		$	—		$	—		$	—	$	—
Issuance of Common Stock to initial stockholders	3,593,750			3,594			27,656			—			—		31,250
Proceeds from sale of underwriter's purchase option	—			—			100			—			—		100
Proceeds from issuance of warrants	—			—			4,700,000			—			—		4,700,000
Sale of 12,500,000 units through public offering net of underwriter's discount and offering expenses and net of $29,990,000 of proceeds allocable to 3,748,750 shares of common stock subject to possible conversion	8,751,250			8,751			62,315,040			—			—		62,323,791
Forfeiture of common stock issued to initial stockholders							3,520,312			(3,520,312	)		—		—
Cancellation of common stock received from initial stockholders	(468,750	)		(47	)		(3,520,265	)		3,520,312			—		—
Net income for the year	—			—			—			—			525,287		525,287
Accretion of Trust Account relating to common stock subject to possible conversion	—			—			(157,534	)		—			—		(157,534	)
Balance at June 30, 2007	11,876,250		$	12,298		$	66,885,309		$	—		$	525,287	$	67,422,894

See notes to financial statements.

F-5

Tailwind Financial Inc.

(A Development Stage Company)

STATEMENT OF CASH FLOWS
For the year ended June 30, 2006 (Inception) to June 30, 2007

OPERATING ACTIVITIES
	Net income for the year		$	525,287
	Adjustments to reconcile net income to net cash provided by operating activities
	Prepaid insurance			(83,338	)
	Accounts payable and accrued expenses			171,852
	Income taxes payable			271,000
Net cash provided by operating activities			$	884,801
INVESTING ACTIVITIES
	Cash contributed to Trust Account		$	(100,000,000	)
	Interest reinvested in Trust Account			(1,000,143	)
	Cash transferred from Trust Account to operations			100,000
Net cash used in investing activities			$	(100,900,143	)
FINANCING ACTIVITIES
	Proceeds from issuance of common stock to initial stockholders		$	31,250
	Proceeds from notes payable to initial stockholders			368,750
	Repayment of notes payable to initial stockholders			(368,750	)
	Proceeds from issuance of insider warrants			4,700,000
	Proceeds from purchase of underwriter's purchase options			100
	Portion of net proceeds from sale of units through public offering allocable to shares of common stock subject to possible conversion			29,990,000
	Net proceeds from sale of units through public offering allocable to:
		Stockholders' equity		62,423,791
		Deferred underwriting fees		3,000,000
Net cash provided by financing activities			$	100,145,141
Net increase in cash				129,799
Cash
	Beginning of year			—
	End of year		$	129,799
Supplemental disclosure of non-cash financing activity:
	Accrued offering costs		$	100,000
	Fair value of underwriter's purchase option included in offering costs		$	1,108,000
	Accretion of Trust Account relating to common stock subject to possible conversion		$	157,534

See notes to financial statements.

F-6

Tailwind Financial Inc.

(A Development Stage Company)

Notes to Financial Statements
Period from June 30, 2006 (Date of Inception) Through June 30, 2007

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

        Tailwind Financial Inc. (the "Company"), was incorporated in Delaware on June 30, 2006 as a blank check development stage company whose objective is to acquire, through a purchase, asset acquisition, or other business combination (each a "Business Combination") one or more operating businesses in the financial services industry.

        The Company consummated a public offering ("Offering") on April 17, 2007. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully consummate a Business Combination. Upon the closing of the Offering, 100% of the proceeds were deposited in a trust account ("Trust Account") and invested only in "government securities" or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of a first Business Combination or (ii) dissolution and liquidation of the Company. The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 30% or more of the shares sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company's stockholders prior to the Offering, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

        With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 29.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by the Initial Stockholders. An amount of $29,990,000 (plus accretion of $157,534) has been classified as common stock subject to possible conversion in the balance sheet as at June 30, 2007.

        On March 14, 2007, the Company's amended and restated certificate of incorporation was filed which provides for the Company's common stock to have a par value of $0.001 per share (as retroactively reflected in the financial statements). On April 12, 2007, the Company amended and restated its certificate of incorporation to provide for mandatory dissolution of the Company and subsequent liquidation of the funds held in the trust account in the event that the Company does not consummate a Business Combination or execute a letter of intent, agreement in principal or definitive agreement for a Business Combination within 18 months from the date of the consummation of the

F-7

Offering (October 17, 2008). It also provides that 24 months from consummation of the Offering the Company's corporate existence will cease (April 17, 2009). On March 14, 2007, the Company's Board of Directors declared a 1 for 1.15 stock split in the form of a stock dividend (as retroactively reflected in the financial statements). In the event of dissolution and liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Offering discussed in Note 3). The amended and restated certificate of incorporation authorizes 5,000,000 shares of preferred stock and 70,000,000 shares of common stock.

        On May 17, 2007, the Initial Stockholders returned an aggregate of 468,750 shares of the Company's common stock to the Company for cancellation. At the date of the return and cancellation, management determined the fair value to be $7.51 per share based on the common stock closing price on May 17, 2007. Accordingly, on May 17, 2007, the Company recorded the $3,520,312 value of the shares contributed to treasury stock and a $3,520,312 corresponding credit to additional paid-in capital. Upon receipt, such shares were then immediately cancelled by the Company which resulted in the retirement of the treasury stock and a corresponding charge to additional paid-in capital and common stock.

        As indicated in the accompanying financial statements, at June 30, 2007, the Company has no operations other than interest income on funds held in the Trust Account. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. There is no assurance that the Company's plans to consummate a Business Combination will be successful or successful within the target business acquisition period.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

        The financial statements include the accounts of the Company. The Company has not commenced operations. All activity through June 30, 2007 is related to the Company's formation and preparation for the Offering as well as activities relating to identification of a suitable business combination candidate. The Company has selected June 30 as its fiscal year end.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual amounts could differ from those estimates.

Cash and Cash Equivalents

        The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company's policy is to limit the amount of credit exposure to any one financial institution and place investments with financial institutions evaluated as being creditworthy, or in short-term money market funds which are exposed to minimal interest rate and credit risk.

F-8

Income Taxes

        The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Earnings Per Common Share

        Basic earnings per share is computed by dividing income available to common stockholders by the weighted average common shares outstanding for the period. Basic net income per share is calculated by dividing net income attributable to common stockholders by their weighted average number of common shares outstanding during the period. Calculation of the weighted average common shares outstanding during the period is based on 3,593,750 initial shares outstanding throughout the period from June 30, 2006 (inception) to June 30, 2007, 468,750 initial shares cancelled by the Company on May 17, 2007 (retroactively restated to June 30, 2006) and 8,751,250 common shares outstanding after the completion of the Offering on April 17, 2007. Basic net income per share subject to possible conversion is calculated by dividing accretion of Trust Account relating to common stock subject to possible conversion by 3,748,750 common shares subject to possible conversion. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effect of outstanding warrants to purchase common stock are antidilutive, they have been excluded from the Company's computation of net income per share.

Recently Issued Accounting Standards

        The Company does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE 3—PUBLIC OFFERING

        In the Offering, the Company sold to the public 12,500,000 units ("Units") at a price of $8.00 per Unit. Proceeds from the Offering totaled approximately $95,300,000, which was net of approximately $4,700,000 in underwriting fees and other expenses paid at closing or previously. The Company also sold in a private placement immediately prior to the Offering 4,700,000 warrants for proceeds of $4,700,000. In addition, the Company granted Deutsche Bank Securities Inc. an option (the "Over-Allotment Option"), exercisable not later than 30 days after the sale of the Units, to purchase up to 1,875,000 additional Units to cover overallotments. None of the overallotment was exercised.

        Each Unit consists of one share of the Company's common stock, $0.001 par value, and one Callable Common Stock Purchase Warrant ("Warrant"). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing the later of the consummation of a Business Combination with a target business or one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Warrants are callable at a price of $.01 per Warrant upon 30 days' notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of the call is given. The Company may not call the warrants unless the warrants and the shares of common stock underlying the warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the call.

F-9

        The Company sold the Units issued in the Offering to Deutsche Bank Securities Inc. at a price per share equal to $7.44 (a discount of $0.56 per share), resulting in an aggregate underwriting discount to Deutsche Bank Securities Inc. of $7,000,000. The Company also sold to Deutsche Bank Securities Inc., for $100, an option to purchase up to a total of 625,000 units. The Company accounted for the fair value of the option as an expense of the public offering resulting in a charge to stockholders equity with an equivalent increase in additional paid-in capital. The Company has determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale was approximately $1.1 million using an expected life of four years, volatility of 27.96% and a risk-free interest rate of 4.65%. The expected volatility of approximately 27.96% was estimated by management based on an evaluation of the historical volatilities of public entities in the financial services industry.

        The units issuable upon exercise of this option are identical to those offered in the Offering except that the warrants included in the option have an exercise price of $7.20 per share (120% of the exercise price of the warrants included in the units sold in the Offering). This option is exercisable at $9.60 per unit, commencing on the later of the consummation of a business combination and one year from the effective date of the registration statement and expiring four years from the effective date of the registration statement. The option and the 625,000 units, the 625,000 shares of common stock and the 625,000 warrants underlying such units, and the 625,000 shares of common stock underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the FINRA Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The purchase option and its underlying securities have been registered under the registration statement of which the Offering prospectus forms a part. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend, our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below the exercise price of the warrants included in the option.

NOTE 4—COMMITMENTS

        The Company utilizes certain administrative, technology and secretarial services, as well as certain limited office space provided by an affiliate of one of the Initial Stockholders. Such affiliate has agreed that, until the acquisition of a target business by the Company, it will make such services available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the Offering. Included in formation, general and administrative expenses for the period from June 30, 2006 (inception) to June 30, 2007 is $22,500 related to such services.

        In connection with the Offering, the Company entered into an underwriting agreement (the "Underwriting Agreement") with the underwriters in the Offering. Pursuant to the Underwriting Agreement, the Company was obligated to the underwriter for certain fees and expenses related to the Offering, including underwriters discounts of $7,000,000. The Company paid $4,000,000 of the underwriting discount upon closing of the Offering. The Company and the underwriters have agreed that payment of the balance of the underwriting discount of $3,000,000 will be deferred until consummation of the Business Combination. Accordingly, a deferred underwriting fee comprised of the deferred portion of the underwriting discount is included in the accompanying balance sheet at June 30, 2007.

F-10

NOTE 5—NOTE PAYABLE—STOCKHOLDER

        On July 12, 2006, pursuant to a promissory note of the same date, Parkwood Holdings Ltd. provided a no-interest loan to the Company in the amount of $68,750 and on February 2, 2007, Parkwood Holdings Ltd., pursuant to a promissory note of the same date, provided an additional no-interest loan to the Company in the amount of $300,000. The aggregate amount of the loans, $368,750, were repaid from the proceeds of the Offering. The proceeds of the loans were used to cover pre-offering expenses.

NOTE 6—INCOME TAXES

        Provision for income taxes for the period from June 30, 2006 (inception) to June 30, 2007 consists of:

Current Federal $ 271,000

        The Company's effective tax rate approximates the federal statutory rate. No provision for state and local income taxes has been made since the Company was formed as a vehicle to effect a Business Combination and, as a result does not conduct operations and is not engaged in a trade or business in any state. The Company is incorporated in Delaware and accordingly is subject to franchise taxes. Delaware franchise tax expense of $35,000 for the period from inception (June 30, 2006) to June 30, 2007, is included as part of general and administrative expenses in the accompanying statements of operations.

NOTE 7—SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	June 30, 2007		March 31, 2007		December 31, 2006		September 30, 2006
YEAR ENDED JUNE 30, 2007
Interest income	1,000,143		—				—
Formation and operating costs	—		(1,353	)	(1,000	)	(1,000	)
General and administrative expense	(200,503	)	—		—		—
Net income before provision for taxes	799,640		(1,353	)	(1,000	)	(1,000	)
Provision for taxes	(271,000	)	—		—		—
Net income	528,640		(1,353	)	(1,000	)	(1,000	)
Accretion of Trust Account relating to common stock subject to possible conversion	(157,534	)	—		—		—
Net income attributable to common stockholders	371,106		(1,353	)	(1,000	)	(1,000	)
Common shares outstanding subject to possible conversion	3,748,750		—		—		—
Basic and diluted net income per share subject to possible conversion	0.04		—		—		—
Weighted average common shares outstanding	4,918,289		3,593,750		3,593,750		3,593,750
Basic and diluted net income per share	0.08		(0.00	)	(0.00	)	(0.00	)

F-11

QuickLinks

TABLE OF CONTENTS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
PART I

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

Risks Related to Our Business
Risks Related to the Financial Services Industry

ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Recent Sales of Unregistered Securities
PURCHASES OF EQUITY SECURITIES

ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX
SIGNATURES
POWER OF ATTORNEY AND SIGNATURES
FINANCIAL STATEMENTS Tailwind Financial Inc. (A Development Stage Company)
Index of Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Tailwind Financial Inc. (A Development Stage Company) BALANCE SHEET
Tailwind Financial Inc. (A Development Stage Company) STATEMENT OF OPERATIONS For the year ended June 30, 2006 (Inception) to June 30, 2007
Tailwind Financial Inc. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY For the year ended June 30, 2006 (Inception) to June 30, 2007
Tailwind Financial Inc. (A Development Stage Company) STATEMENT OF CASH FLOWS For the year ended June 30, 2006 (Inception) to June 30, 2007
Tailwind Financial Inc. (A Development Stage Company) Notes to Financial Statements Period from June 30, 2006 (Date of Inception) Through June 30, 2007

EX-1.1

Exhibit 1.1

                                14,375,000 Units

                             TAILWIND FINANCIAL INC.

                             UNDERWRITING AGREEMENT

                                                                 April 11, 2007

Deutsche Bank Securities Inc.
As Representative of the
   Several Underwriters
c/o Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York  10005

Ladies and Gentlemen:

     Tailwind Financial Inc., a Delaware corporation (the "Company"), proposes
to sell to the several underwriters (the "Underwriters") named in Schedule I
hereto for whom you are acting as representative (the "Representative") an
aggregate of twelve million five hundred thousand (12,500,000) units of the
Company (the "Firm Units"), with each unit consisting of one share of the
Company's common stock, $0.001 par value per share (the "Common Stock"), and one
warrant (collectively, the "Warrants") to purchase one share of Common Stock.
The respective amounts of the Firm Units to be so purchased by the several
Underwriters are set forth opposite their names in Schedule I hereto. The
Company also proposes to sell at the Underwriters' option (the "Over-allotment
Option") an aggregate of up to one million, eight hundred seventy-five thousand
(1,875,000) additional units of the Company (the "Option Units") as set forth
below. The terms of the Warrants are provided for in the form of Warrant
Agreement (defined below).

     As the Representative, you have advised the Company (a) that you are
authorized to enter into this Agreement on behalf of the several Underwriters,
and (b) that the several Underwriters are willing, acting severally and not
jointly, to purchase the numbers of Firm Units set forth opposite their
respective names in Schedule I, plus their pro rata portion of the Option Units
if you elect to exercise the Over-allotment Option in whole or in part for the
accounts of the several Underwriters. The Firm Units and the Option Units (to
the extent the aforementioned option is exercised) are herein collectively
called the "Units," and the Units, the shares of Common Stock and the Warrants
included in the Units and the shares of Common Stock issuable upon exercise of
the Warrants are hereinafter collectively referred to as the "Securities."

     Deutsche Bank Securities Inc. ("DBSI") has agreed to reserve up to 500,000
of the Units to be purchased by it under this Agreement for sale to the
Company's directors, officers, employees and business associates and other
parties related to the Company (collectively, "Participants"), as set forth in
the Prospectus (as defined below) under the heading



"Underwriting" (the "Directed Unit Program"). The Units to be sold by DBSI and
its affiliates pursuant to the Directed Unit Program are referred to hereinafter
as the "Directed Units." Any Directed Units not orally confirmed for purchase by
any Participants by the end of the business day on which this Agreement is
executed will be offered to the public by the Underwriters as set forth in the
Prospectus.

     In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

     1.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to each of the Underwriters as
follows:

          (a) A registration statement on Form S-1 (File No. 333-135790) with
respect to the Securities and the Representative's Securities (as defined below)
has been prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
(the "Rules and Regulations") of the Securities and Exchange Commission (the
"Commission") thereunder and has been filed with the Commission. Copies of such
registration statement, including any amendments thereto, the preliminary
prospectuses (meeting the requirements of the Rules and Regulations) contained
therein and the exhibits, financial statements and schedules, as finally amended
and revised, have heretofore been delivered by the Company to you. Such
registration statement, together with any registration statement filed by the
Company pursuant to Rule 462(b) under the Act, is herein referred to as the
"Registration Statement," which shall be deemed to include all information
omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and
contained in the Prospectus referred to below, has become effective under the
Act and no post-effective amendment to the Registration Statement has been filed
as of the date of this Agreement. "Prospectus" means the form of prospectus
first filed with the Commission pursuant to and within the time limits described
in Rule 424(b) under the Act. Each preliminary prospectus included in the
Registration Statement prior to the time it becomes effective is herein referred
to as a "Preliminary Prospectus." Any reference herein to the Registration
Statement, any Preliminary Prospectus or to the Prospectus or to any amendment
or supplement to any of the foregoing documents shall be deemed to refer to and
include any documents incorporated by reference therein, and, in the case of any
reference herein to the Prospectus, also shall be deemed to include any
documents incorporated by reference therein, and any supplements or amendments
thereto, filed with the Commission after the date of filing of the Prospectus
under Rule 424(b) under the Act, and prior to the termination of the offering of
the Units by the Underwriters.

          The Company has filed with the Commission a Form 8-A (File
Number 001-33385) providing for the registration under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of the Securities and
the Representative's Securities. The Units, the Warrants and the Common Stock
have been duly listed, and admitted and authorized for trading, subject only
to official notice of issuance, on the American Stock Exchange, and the
Company knows of no reason or set of facts which is likely to adversely
affect such approval. Neither the Commission nor any state regulatory
authority has issued any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or has

                                       2



instituted or, to the Company's knowledge, threatened to institute any
proceedings with respect to such an order. Neither the Commission nor any state
regulatory authority has issued any order preventing or suspending the
effectiveness of the Registration Statement and no proceeding for that purpose
or pursuant to Section 8A of the Act has been instituted or is pending or, to
the Company's knowledge, is contemplated or threatened by the Commission.

          (b) As of the Applicable Time (as defined below) and as of the Closing
Date or the Option Closing Date (each as defined below), as the case may be, the
Statutory Prospectus (as defined below) and the information included on Schedule
II hereto, considered together (collectively, the "General Disclosure Package")
did not and will not include any untrue statement of a material fact and did not
and will not omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. As used in this subsection and elsewhere in this
Agreement:

          "Applicable Time" means 5:00 pm (New York time) on the date
of this Agreement or such other time as agreed to by the Company and the
Representative.

          "Statutory Prospectus" as of any time means the Preliminary Prospectus
relating to the Securities or the Representative's Securities that is included
in the Registration Statement immediately prior to that time.

          (c) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to (i) own or lease its properties and conduct its
business as described in the Registration Statement, the General Disclosure
Package and the Prospectus and (ii) enter into this Agreement and the Warrant
Agreement (as defined below), the Representative's Purchase Option (as defined
below), the Trust Agreement (as defined below), the Services Agreement (as
defined below) and the Escrow Agreement (as defined below) and to carry out the
transactions contemplated herein and therein. The Company does not own an
interest in any corporation, partnership, limited liability company, joint
venture, trust or other business entity. The Company is duly qualified to
transact business in all jurisdictions in which the conduct of its business
requires such qualification, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental
regulatory officials and bodies that it needs as of the date hereof to conduct
its business purpose as described in the Registration Statement, the General
Disclosure Package and the Prospectus.

          (d) All issued and outstanding securities of the Company have been
duly authorized and validly issued and are fully paid and non-assessable; the
holders thereof have no rights of rescission with respect thereto, and are not
subject to personal liability by reason of being such holders; and none of such
securities were issued in violation of the preemptive rights of any holders of
any security of the Company or similar contractual rights granted by the
Company. The offers and sales of the outstanding Common Stock and warrants were
at all relevant times either registered under the Act and the applicable state
securities or Blue Sky laws or exempt from such registration requirements.

          (e) The shares of Common Stock that constitute the Securities and
Representative's Securities have been duly authorized, and when issued and paid
for in


                                       3



accordance with the terms hereof and in accordance with the Securities and the
Representative's Securities, will be validly issued, fully paid and
non-assessable; the holders of such shares of Common Stock are not and will not
be subject to personal liability by reason of being such holders; the Securities
and the Representative's Securities are not and will not be subject to the
preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate action required to
be taken for the authorization, issuance and sale of the Securities and the
Representative's Securities has been duly and validly taken.

          (f) When issued, the Representative's Purchase Option, the
Representative's Warrants and the Warrants will constitute valid and binding
obligations of the Company to issue and sell, upon exercise thereof and payment
of the respective exercise prices therefor in accordance with the terms thereof,
the number and type of securities of the Company called for thereby in
accordance with the terms thereof and such Representative's Purchase Option,
Representative's Warrants and Warrants are enforceable against the Company in
accordance with their respective terms, except: (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; (ii) as enforceability of any indemnification or
contribution provision may be limited under the federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

          (g) Except as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus, no holders of any securities of the
Company or any rights exercisable for or convertible or exchangeable into
securities of the Company have the right to require the Company to register any
such securities of the Company under the Act or to include any such securities
in a registration statement to be filed by the Company.

          (h) The information set forth under the caption "Capitalization" in
the Registration Statement and the Prospectus (and any similar section or
information contained in the General Disclosure Package) is true and correct.
All of the Securities conform to the description thereof contained in the
Registration Statement, the General Disclosure Package and the Prospectus. The
form of certificates for the Common Stock conforms to the corporate law
requirements of the jurisdiction of the Company's incorporation and the
requirements of the American Stock Exchange. Except as set forth in, or
contemplated by, the Registration Statement, the General Disclosure Package and
the Prospectus, on the effective date of the Registration Statement (the
"Effective Date") and on the Closing Date, there will be no options, warrants,
or other rights to purchase or otherwise acquire any authorized, but unissued,
shares of Common Stock of the Company or any security convertible into shares of
Common Stock of the Company, or any contracts or commitments to issue or sell
shares of Common Stock or any such options, warrants, rights or convertible
securities.

          (i) The Commission has not issued an order preventing or suspending
the use of any Preliminary Prospectus or the Prospectus relating to the proposed
offering of the Securities and the Representative's Securities, and no
proceeding for that purpose or pursuant to Section 8A of the Act has been
instituted or, to the Company's knowledge, threatened by the Commission. The
Registration Statement contains, and the Prospectus and any amendments or


                                       4



supplements thereto will contain, all statements which are required to be stated
therein by, and will conform to, the requirements of the Act and the Rules and
Regulations. The Registration Statement and any amendment thereto do not
contain, and will not contain, any untrue statement of a material fact and do
not omit, and will not omit, to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. The Prospectus and any amendments and supplements thereto
do not contain, and will not contain, any untrue statement of a material fact;
and do not omit, and will not omit, to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to information contained in or omitted from the
Registration Statement or the Prospectus, or any such amendment or supplement,
in reliance upon, and in conformity with, written information furnished to the
Company by or on behalf of any Underwriter through the Representative,
specifically for use therein, it being understood and agreed that the only such
information is that described in Section 13 herein.

          (j) The agreements and documents described in the Registration
Statement, the General Disclosure Package and the Prospectus conform in all
material respects to the descriptions thereof contained therein and there are no
agreements or other documents required to be described in the Registration
Statement, the General Disclosure Package or the Prospectus or to be filed with
the Commission as exhibits to the Registration Statement, that have not been so
described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business
is or may be bound or affected and (i) that is referred to in the General
Disclosure Package or the Prospectus, or (ii) is material to the Company's
business, has been duly and validly executed by the Company, is in full force
and effect and is enforceable against the Company and, the other parties
thereto, in accordance with its terms, except (x) as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally, (y) as enforceability of any indemnification or
contribution provision may be limited under the federal and state securities
laws, and (z) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought, and
none of such agreements or instruments has been assigned by the Company, and
neither the Company nor, any other party is in material breach or default
thereunder and no event has occurred that, with the lapse of time or the giving
of notice, or both, would constitute a material breach or default thereunder.
Performance by the Company of the material provisions of such agreements or
instruments will not result in a violation of any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its assets
or businesses, including, without limitation, those relating to environmental
laws and regulations.

          (k) No securities of the Company have been sold by the Company or by
or on behalf of, or for the benefit of, any person or persons controlling,
controlled by, or under common control with the Company within the three years
prior to the date hereof, except as disclosed in the Registration Statement.

          (l) All information contained in the questionnaires completed by each
of the Company's stockholders listed in Schedule III (the "Initial
Stockholders") and provided to the


                                       5



Underwriter as an exhibit to such Initial Stockholders' Insider Letter (as
defined below) is true and correct in all material respects and the Company has
not become aware of any information which would cause the information disclosed
in the questionnaires completed by each Initial Stockholder to become inaccurate
and incorrect in any material respect.

          (m) The Company has caused to be duly executed legally binding and
enforceable agreements (except (i) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally, (ii) as enforceability of any indemnification, contribution or
noncompete provision may be limited under the federal and state securities laws,
and (iii) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought) the
agreements substantially in the form of Exhibits 10.7 through 10.15 to the
Registration Statement (the "Insider Letters").

          (n) The Company has not, directly or indirectly, distributed and will
not distribute any offering material in connection with the offering and sale of
the Securities and the Representative's Securities other than any Preliminary
Prospectus, the Prospectus and other materials, if any, permitted under the Act
and consistent with Section 4(a)(B) below. The Company has satisfied or will
satisfy the conditions in Rule 433 under the Act to avoid a requirement to file
with the Commission any electronic road show.

          (o) The financial statements of the Company, together with related
notes and schedules as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus, present fairly the financial position and
the results of operations and cash flows of the Company, at the indicated dates
and for the indicated periods. Such financial statements and related schedules
have been prepared in accordance with generally accepted principles of
accounting ("GAAP"), consistently applied throughout the periods involved,
except as disclosed therein, and all adjustments necessary for a fair
presentation of results for such periods have been made. The summary and
selected consolidated financial and statistical data included in the
Registration Statement, the General Disclosure Package and the Prospectus
present fairly the information shown therein and such data has been compiled on
a basis consistent with the financial statements presented therein and the books
and records of the Company. The Company does not have any material liabilities
or obligations, direct or contingent (including any off-balance sheet
obligations or any "variable interest entities" within the meaning of Financial
Accounting Standards Board Interpretation No. 46), not disclosed in the
Registration Statement, the General Disclosure Package and the Prospectus. There
are no financial statements (historical or pro forma) that are required to be
included in the Registration Statement, the General Disclosure Package or the
Prospectus that are not included as required.

          (p) BDO Seidman, LLP, who has certified certain of the financial
statements filed with the Commission as part of the Registration Statement, the
General Disclosure Package and the Prospectus, is an independent registered
public accounting firm with respect to the Company within the meaning of the Act
and the applicable Rules and Regulations and the Public Company Accounting
Oversight Board (United States) (the "PCAOB").


                                       6



          (q) Except as disclosed in the Registration Statement, the General
Disclosure Package and the Prospectus, the Company is not aware of (i) any
material weakness in its internal control over financial reporting or (ii)
change in internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

          (r) Solely to the extent that the Sarbanes-Oxley Act of 2002, as
amended, and the rules and regulations promulgated by the Commission and the
American Stock Exchange thereunder (the "Sarbanes-Oxley Act") has been
applicable to the Company, there is and has been no failure on the part of the
Company to comply in all material respects with any provision of the
Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that
it is in compliance with all provisions of the Sarbanes-Oxley Act that are in
effect and with which the Company is required to comply and is actively taking
steps to ensure that it will be in compliance with other provisions of the
Sarbanes-Oxley Act not currently in effect or which will become applicable to
the Company.

          (s) There is no action, suit, claim or proceeding pending or, to the
knowledge of the Company, threatened against the Company before any court or
administrative agency or otherwise which if determined adversely to the Company
would either (i) have, individually or in the aggregate, a material adverse
effect on the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company or
(ii) prevent the consummation of the transactions contemplated hereby (the
occurrence of any such effect or any such prevention described in the foregoing
clauses (i) and (ii) being referred to as a "Material Adverse Effect"), except
as set forth in the Registration Statement, the General Disclosure Package and
the Prospectus.

          (t) On or prior to the Closing Date, the Company has entered into an
administrative services agreement with Tailwind Financial Corp. or an affiliate
(the "Services Agreement") substantially in the form of Exhibit 10.3 of the
Registration Statement.

          (u) Since the respective dates as of which information is given in the
Registration Statement, the General Disclosure Package and the Prospectus, as
each may be amended or supplemented, there has not been any material adverse
change or any development involving a prospective material adverse change in or
affecting the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise), or prospects of the Company,
whether or not occurring in the ordinary course of business, and there has not
been any material transaction entered into or any material transaction that is
probable of being entered into by the Company, other than transactions in the
ordinary course of business and changes and transactions described in the
Registration Statement, the General Disclosure Package and the Prospectus, as
each may be amended or supplemented. The Company has no material contingent
obligations which are not disclosed in the Company's financial statements which
are included in the Registration Statement, the General Disclosure Package and
the Prospectus.

          (v) The Company is not, nor with the giving of notice or lapse of time
or both, will be, (i) in violation of its certificate of incorporation or
by-laws or (ii) in violation of or in default under any agreement, lease,
contract, indenture or other instrument or obligation to which


                                       7



it is a party or by which it, or any of its properties, is bound and, solely
with respect to this clause (ii), which violation or default would have a
Material Adverse Effect. The execution, delivery, and performance by the Company
of this Agreement, the Warrant Agreement, the Representative's Purchase Option,
the Trust Agreement, the Services Agreement and the Escrow Agreement, the
consummation by the Company of the transactions herein and therein contemplated
and the fulfillment of the terms hereof will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
material indenture, mortgage, deed of trust or other agreement or instrument to
which the Company is a party or by which the Company or any of its properties is
bound, or of the certificate of incorporation or by-laws of the Company or any
law, order, rule or regulation judgment, order, writ or decree applicable to the
Company of any court or of any government, regulatory body or administrative
agency or other governmental body having jurisdiction.

          (w) This Agreement, the Warrant Agreement, the Trust Agreement, the
Services Agreement and the Escrow Agreement have been duly and validly
authorized by the Company and constitute, and the Representative's Purchase
Option, has been duly and validly authorized by the Company and, when executed
and delivered, will constitute, the valid and binding agreements of the Company,
enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited
under the federal and state securities laws; and (iii) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought. This Agreement has been duly
executed and delivered by the Company.

          (x) Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the
Company of this Agreement, the Warrant Agreement, the Representative's Purchase
Option, the Trust Agreement, the Services Agreement and the Escrow Agreement and
the consummation of the transactions herein and therein contemplated (except
such additional steps as may be required by the Commission, the National
Association of Securities Dealers, Inc. (the "NASD") or such additional steps as
may be necessary to qualify the Securities for public offering by the
Underwriters under state securities or Blue Sky laws) has been obtained or made
and is in full force and effect.

          (y) Except as described in the Registration Statement, the General
Disclosure Package and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a
finder's, consulting or origination fee by the Company or any Initial
Stockholder with respect to the sale of the Securities hereunder or any other
arrangements, agreements or understandings of the Company or any Initial
Stockholder that may affect the Underwriter's compensation, as determined by the
NASD.

          The Company has not made any direct or indirect payments (in cash,
securities or otherwise) to: (i) any person, as a finder's fee, consulting fee
or otherwise, in consideration of such person raising capital for the Company or
introducing to the Company persons who raised or provided capital to the
Company; (ii) to any NASD member; or (iii) to any person or entity


                                       8



that has any direct or indirect affiliation or association with any NASD member
(other than the NASD or the Commission), in each case within the twelve months
prior to the Effective Date.

          None of the net proceeds of the offering will be paid by the Company
to any participating NASD member or its affiliates, except as specifically
authorized herein and except as may be paid in connection with an initial
Business Combination (as defined below) and/or one or more other transactions
after the initial Business Combination, including without limitation in
connection with the payment of investment banking fees, fees in connection with
fairness opinions and the like.

          (z) Except as disclosed in questionnaires completed by such persons
and provided to the Representatives, no officer, director or any beneficial
owner of the Company's unregistered securities has any direct or indirect
affiliation or association with any NASD member. The Company will advise the
Representative if it learns that any officer or director is or becomes an
affiliate or associated person of an NASD member participating in the offering.

          (aa) Neither the Company nor any of its affiliates has taken or will
take, directly or indirectly, any action designed to cause or result in, or
which has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Units.

          (bb) The Company will not be, after giving effect to the offering and
sale of the Units contemplated hereunder and the application of the net proceeds
from such sale as described in the Prospectus, an "investment company" within
the meaning of such term under the Investment Company Act of 1940 as amended
(the "1940 Act"), and the rules and regulations of the Commission thereunder.

          (cc) The statistical, industry-related and market-related data
included in the Registration Statement, the General Disclosure Package and the
Prospectus are based on or derived from sources which the Company reasonably and
in good faith believes are reliable and accurate, and such data agree with the
sources from which they are derived.

          (dd) The Company has entered into a warrant agreement with respect to
the Warrants and the Representative's Warrants with American Stock Transfer &
Trust Company substantially in the form of Exhibit 4.5 to the Registration
Statement (the "Warrant Agreement").

          (ee) The Company has caused the Initial Stockholders to enter into a
security escrow agreement (the "Escrow Agreement") with American Stock Transfer
& Trust Company (the "Escrow Agent") substantially in the form of Exhibit 4.6 to
the Registration Statement. The Escrow Agreement is enforceable against each of
the Initial Stockholders (except: (i) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought) and will not,
with or without the giving of notice or the lapse of time or both, result in a
breach


                                       9



of, or conflict with any of the terms and provisions of, or constitute a default
under, any material agreement or instrument to which any of the Initial
Stockholders is a party.

          (ff) The Company has entered into an investment management trust
agreement (the "Trust Agreement") with American Stock Transfer & Trust Company
with respect to certain proceeds of the offering, substantially in the form of
Exhibit 10.1 to the Registration Statement.

          (gg) No Initial Stockholder, employee, officer or director of the
Company is subject to any non-competition or non-solicitation agreement with any
employer or prior employer which could materially affect his ability to be an
Initial Stockholder, employee, officer and/or director of the Company.

          (hh) Upon delivery and payment for the Firm Units on the Closing Date,
the Company will not be subject to Rule 419 under the Act and none of the
Company's outstanding securities will be deemed to be a "penny stock" as defined
in Rule 3a-51-1 under the Exchange Act.

          (ii) The Company does not have any specific Business Combination under
consideration and the Company has not (nor has anyone on its behalf) contacted
any prospective acquisition candidate or had any discussions, formal or
otherwise, with respect to such a transaction.

          (jj) The operations of the Company are and have been conducted at all
times in compliance with applicable financial record-keeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, applicable money laundering statutes and applicable rules and
regulations thereunder (collectively, the "Money Laundering Laws"), and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the
Money Laundering Laws is pending or threatened.

          (kk) Neither the Company nor any director, officer, agent, employee or
affiliate of the Company is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department
("OFAC"); and the Company will not directly or indirectly use the proceeds of
the offering, or lend, contribute or otherwise make available such proceeds to
any subsidiary, joint venture partner or other person or entity, for the purpose
of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.

          (ll) The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
would have any liability; the Company has not incurred and does not expect to
incur liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the "Code"); and each "pension plan" for which the
Company would have any liability that is


                                       10



intended to be qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by failure to
act, which would cause the loss of such qualification.

          (mm) There are no relationships or related-party transactions
involving the Company or any other person required to be described in the
Prospectus which have not been described as required.

          (nn) Neither the Company nor any of the Initial Stockholders nor any
person acting on behalf of the Company (other than the Underwriters) has made
any contribution or other payment to any official of, or candidate for, any
federal, state or foreign office in violation of any law which violation is
required to be disclosed in the Prospectus.

          (oo) No consent, approval, authorization or order of, or qualification
with, any governmental body or agency, other than those obtained, is required in
connection with the offering of the Directed Units in any jurisdiction where the
Directed Units are being offered.

          (pp) The Company has not offered, or caused DBSI or its affiliates to
offer, Units to any person pursuant to the Directed Unit Program with the
specific intent to unlawfully influence (i) a customer or supplier of the
Company to alter the customer's or supplier's level or type of business with the
Company, or (ii) a trade journalist or publication to write or publish favorable
information about the Company or its products.

          (qq) There are no material contracts or documents that are required to
be described in the Registration Statement or the Prospectus or to be filed as
exhibits thereto that have not been so described and filed as required.

     2. PURCHASE, SALE AND DELIVERY OF THE UNITS.

          (a) On the basis of the representations, warranties and covenants
herein contained, and subject to the conditions herein set forth, the Company
agrees to sell to the Underwriters and each Underwriter agrees, severally and
not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units
set forth opposite the name of each Underwriter in Schedule I hereof, subject to
adjustments in accordance with Section 9 hereof.

          (b) Payment for the Firm Units to be sold hereunder is to be made in
Federal (same day) funds against delivery of certificates therefor to the
Representative for the several accounts of the Underwriters. Such payment and
delivery are to be made through the facilities of The Depository Trust Company,
New York, New York at 10:00 a.m., New York time, on the third business day after
the date of this Agreement or at such other time and date not later than five
business days thereafter as you and the Company shall agree upon, such time and
date being herein referred to as the "Closing Date." (As used herein, "business
day" means a day on which the New York Stock Exchange is open for trading and on
which banks in New York are open for business and are not permitted by law or
executive order to be closed.) Payment for the Firm Units shall be made on the
Closing Date by wire transfer in Federal (same day) funds. One hundred million
dollars ($100,000,000) (without giving effect to the Over-allotment Option)
shall be deposited in the trust account established by the Company for the
benefit of the public securityholders as described in the Registration Statement
(the "Trust Fund") (including ninety-


                                       11



two million, three hundred thousand dollars ($92,300,000) from the proceeds of
the Firm Units, three million dollars ($3,000,000) to be held as deferred
underwriting discount, which is to be paid to the Underwriters upon consummation
of the initial Business Combination, and four million seven hundred thousand
dollars ($4,700,000) of proceeds received by the Company as consideration for
the sale of 4,700,000 Warrants for $1.00 per Warrant in a private placement
prior to the Closing). The Firm Units shall be registered in such name or names
and in such authorized denominations as the Representative may request in
writing at least two full business days prior to the Closing Date. The Company
will permit the Representative to examine and package the Firm Units for
delivery, at least one full business day prior to the Closing Date. The Company
shall not be obligated to sell or deliver the Firm Units except upon tender of
payment by the Representative for all the Firm Units.

          (c) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the several Underwriters to purchase the
Option Units at the price per share as set forth in the first paragraph of this
Section 2. The option granted hereby may be exercised in whole or in part by
giving written notice (i) at any time before the Closing Date and (ii) only once
thereafter within 30 days after the date of this Agreement, by you, as
Representative of the several Underwriters, to the Company setting forth the
number of Option Units as to which the several Underwriters are exercising the
option and the time and date at which such certificates are to be delivered. The
time and date at which certificates for Option Units are to be delivered shall
be determined by the Representative but shall not be earlier than three nor
later than 10 full business days after the exercise of such option, nor in any
event prior to the Closing Date (such time and date being herein referred to as
the "Option Closing Date"). If the date of exercise of the option is three or
more days before the Closing Date, the notice of exercise shall set the Closing
Date as the Option Closing Date. The number of Option Units to be purchased by
each Underwriter shall be in the same proportion to the total number of Option
Units being purchased as the number of Firm Units being purchased by such
Underwriter bears to the total number of Firm Units, adjusted by you in such
manner as to avoid fractional units. The option with respect to the Option Units
granted hereunder may be exercised only to cover over-allotments in the sale of
the Firm Units by the Underwriters. You, as Representative of the several
Underwriters, may cancel such option at any time prior to its expiration by
giving written notice of such cancellation to the Company. To the extent, if
any, that the option is exercised, payment for the Option Units shall be made on
the Option Closing Date in Federal (same day funds) through the facilities of
The Depository Trust Company in New York, New York drawn to the order of the
Company. Payment for the Option Units shall be made on the Option Closing Date
by wire transfer in Federal (same day) funds. $7.68 per Option Unit sold shall
be deposited in the Trust Fund (including $0.24 per Option Unit to be held in
the Trust Fund as deferred underwriting discount, which is to be paid to the
Underwriters upon consummation of the initial Business Combination) upon
delivery to you of certificates (in form and substance satisfactory to the
Underwriters) representing the Option Units sold (or through the facilities of
DTC) for the account of the Underwriters. The Company shall not be obligated to
sell or deliver any Option Units except upon tender of payment by the
Representative for all such Option Units.

          The Company hereby agrees to issue and sell to the Representative on
the Effective Date an option ("Representative's Purchase Option") for the
purchase of an aggregate of six hundred and twenty-five thousand (625,000) units
(the "Representative's Units") for an


                                       12



aggregate purchase price of $100.00. Each of the Representative's Units is
identical to the Firm Units, except that the Warrants included in the
Representative's Units ("Representative's Warrants") have an exercise price of
seven dollars and twenty cents ($7.20), which is equal to one hundred and twenty
percent (120%) of the exercise price of warrants sold to the public. The
Representative's Purchase Option shall be exercisable, in whole or in part, at
an initial exercise price per Representative's Unit of nine dollars and sixty
cents ($9.60), which is equal to one hundred and twenty percent (120%) of the
initial public offering price of a Unit, commencing on the later of (i) the
consummation of the Company's initial acquisition of one or more assets or
operating businesses, through a merger, capital stock exchange, purchase, asset
acquisition exchangeable share transaction, stock or asset purchase or other
similar business combination ("Business Combination") or (ii) one year from the
Effective Date, and expiring on the four-year anniversary of the Effective Date
(or, if earlier, the date on which the Warrants shall have been redeemed). The
Representative's Purchase Option, the Representative's Units, the
Representative's Warrants and the shares of Common Stock issuable upon exercise
of the Representative's Warrants are hereinafter referred to collectively as the
"Representative's Securities." The Representative understands and agrees that
there are restrictions against transferring the Representative's Purchase
Option.

          Delivery and payment for the Representative's Purchase Option shall be
made on the Closing Date. The Company shall deliver to the Underwriter, upon
payment therefor, certificates for the Representative's Purchase Option in the
name or names and in such authorized denominations as the Representative may
request.

     3.   OFFERING BY THE UNDERWRITERS.

          It is understood that the several Underwriters are to make a public
offering of the Firm Units as soon as the Representative deems it advisable to
do so. The Firm Units are to be initially offered to the public at the initial
public offering price set forth in the Prospectus. The Representatives may from
time to time thereafter change the public offering price and other selling
terms.

          It is further understood that you will act as the Representatives for
the Underwriters in the offering and sale of the Units in accordance with a
Master Agreement Among Underwriters entered into by you and the several other
Underwriters.

     4.   COVENANTS OF THE COMPANY.

          The Company covenants and agrees with the several Underwriters that:

          (a) The Company will (A) prepare and timely file with the Commission
under Rule 424(b) under the Act a Prospectus in a form approved by the
Representative containing information previously omitted at the time of
effectiveness of the Registration Statement in reliance on Rules 430A, 430B or
430C under the Act, (B) not file any amendment to the Registration Statement or
distribute an amendment or supplement to the General Disclosure Package or the
Prospectus of which the Representative shall not previously have been advised
and furnished with a copy or to which the Representative shall have reasonably
objected in writing or which is not in compliance with the Rules and Regulations
and (C) file on a timely


                                       13



basis all reports and any definitive proxy or information statements required to
be filed by the Company with the Commission subsequent to the date of the
Prospectus and prior to the termination of the offering of the Units by the
Underwriters.

          (b) The Company will advise the Representative promptly (A) when the
Registration Statement or any post-effective amendment thereto shall have become
effective, (B) of receipt of any comments from the Commission, (C) of any
request of the Commission for amendment of the Registration Statement or for
supplement to the General Disclosure Package or the Prospectus or for any
additional information, and (D) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any order
preventing or suspending the use of any Preliminary Prospectus or the
Prospectus, or of the institution of any proceedings for that purpose or
pursuant to Section 8A of the Act. The Company will use its reasonable best
efforts to prevent the issuance of any such order and to obtain as soon as
possible the lifting thereof, if issued.

          (c) The Company will cooperate with the Representative in endeavoring
to qualify the Securities for sale under the securities laws of such
jurisdictions as the Representative may reasonably have designated in writing
and will make such applications, file such documents, and furnish such
information as may be reasonably required for that purpose, provided the Company
shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so
qualified or required to file such a consent. The Company will, from time to
time, prepare and file such statements, reports, and other documents, as are or
may be required to continue such qualifications in effect for so long a period
as the Representative may reasonably request for distribution of the Securities.

          (d) The Company will deliver to, or upon the order of, the
Representative, from time to time, as many copies of any Preliminary Prospectus
as the Representative may reasonably request. The Company will deliver to, or
upon the order of, the Representative during the period when delivery of a
Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under
the Act) is required under the Act, as many copies of the Prospectus in final
form, or as thereafter amended or supplemented, as the Representative may
reasonably request. The Company will deliver to the Representative at or before
the Closing Date, four signed copies of the Registration Statement and all
amendments thereto including all exhibits filed therewith, and will deliver to
the Representative such number of copies of the Registration Statement
(including such number of copies of the exhibits filed therewith that may
reasonably be requested), and of all amendments thereto, as the Representative
may reasonably request.

          (e) The Company will comply with the Act and the Rules and
Regulations, and the Exchange Act, and the rules and regulations of the
Commission thereunder, so as to permit the completion of the distribution of the
Units as contemplated in this Agreement and the Prospectus. If during the period
in which a prospectus (or, in lieu thereof, the notice referred to under Rule
173(a) under the Act) is required by law to be delivered by an Underwriter or
dealer, any event shall occur as a result of which, in the judgment of the
Company or in the reasonable opinion of the Underwriters, it becomes necessary
to amend or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances existing at the time the Prospectus is
delivered to a purchaser, not misleading, or, if it is necessary at any time to
amend or supplement the Prospectus to comply with any law, the Company will use
its best efforts


                                       14



promptly to prepare and file with the Commission an appropriate amendment to the
Registration Statement or supplement to the Prospectus.

          (f) If the General Disclosure Package is being used to solicit offers
to buy the Units at a time when the Prospectus is not yet available to
prospective purchasers and any event shall occur as a result of which, in the
judgment of the Company or in the reasonable opinion of the Underwriters, it
becomes necessary to amend or supplement the General Disclosure Package in order
to make the statements therein, in the light of the circumstances, not
misleading, or to make the statements therein not conflict with the information
contained in the Registration Statement then on file, or if it is necessary at
any time to amend or supplement the General Disclosure Package to comply with
any law, the Company will use its best efforts promptly to prepare, file with
the Commission (if required) and furnish to the Underwriters and any dealers an
appropriate amendment or supplement to the General Disclosure Package.

          (g) The Company will make generally available to its security holders,
as soon as it is practicable to do so, but in any event not later than 15 months
after the Effective Date, an earnings statement (which need not be audited) in
reasonable detail, covering a period of at least 12 consecutive months beginning
after the Effective Date, which earnings statement shall satisfy the
requirements of Section 11(a) of the Act and Rule 158 under the Act and will
advise the Representative in writing when such statement has been so made
available.

          (h) Prior to the Closing Date, the Company will furnish to the
Underwriters, as soon as they have been prepared by or are available to the
Company, a copy of any unaudited interim financial statements of the Company for
any period subsequent to the period covered by the most recent financial
statements appearing in the Registration Statement and the Prospectus.

          (i) The Company will use its reasonable best efforts to effect and
maintain the listing of the Securities on the AMEX.

          (j) The Company shall apply the net proceeds of its sale of the
Securities as set forth in the Registration Statement, General Disclosure
Package and the Prospectus and shall file such reports with the Commission with
respect to the sale of the Securities and the application of the proceeds
therefrom as may be required in accordance with Rule 463 under the Act.

          (k) The Company shall cause the proceeds of the offering to be held in
the Trust Fund to be invested only in "government securities" (as defined in the
Trust Agreement) with specific maturity dates as set forth in the Trust
Agreement and disclosed in the Prospectus. The Company will otherwise use its
reasonable best efforts to conduct its business (both prior to and after the
consummation of an initial Business Combination) in a manner so that it will not
become subject to the Investment Company Act.

          (l) The Company will not take, directly or indirectly, any action
designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.


                                       15



          (m) The Company will comply with all applicable securities and other
applicable laws, rules and regulations in each jurisdiction in which the
Directed Units are offered in connection with the Directed Unit Program.

          (n) For a period of five years from the Effective Date, or such
earlier time upon which the Company is required to be liquidated, the Company
will use its reasonable best efforts to maintain the registration of the
Securities and the Representative's Securities under the provisions of the
Exchange Act. For a period of five years from the Effective Date, or such
earlier time upon which the Company is required to be liquidated or the
Representative shall no longer hold the Representative's Purchase Option, the
Company will not deregister the Units under the Exchange Act without the prior
written consent of the Representative.

          (o) For a period of five years from the Effective Date, or until such
earlier date upon which the Company is required to be liquidated, the Company,
at its expense, shall cause its regularly engaged independent registered public
accounting firm to review (but not audit) the Company's financial statements for
each of the first three fiscal quarters prior to the announcement of quarterly
financial information and the filing of the Company's Form 10-Q quarterly
reports.

          (p) The Company will not consummate a Business Combination with any
entity which is affiliated with any Initial Stockholder. The Company shall not
pay any Initial Stockholder or any of their affiliates or family members any
fees or compensation from the Company, for services rendered to the Company
prior to, or in connection with, the consummation of an initial Business
Combination; provided that the Initial Stockholders shall be entitled to
reimbursement from the Company for their reasonable out-of-pocket expenses
incurred in connection with seeking and consummating an initial Business
Combination.

          (q) For a period of five years from the Effective Date or until such
earlier time upon which the Company is required to be liquidated, the Company,
upon request from the Representative, will furnish to the Representative (Attn:
Syndicate Manager with a copy to: General Counsel), copies of such financial
statements and other periodic and special reports as the Company from time to
time furnishes generally to holders of any class of securities, and promptly
furnish to the Representative: (i) a copy of such registration statements,
financial statements and periodic and special reports as the Company shall be
required to file with the Commission and from time to time furnishes generally
to holders of any such class of its securities; and (ii) such additional
documents and information with respect to the Company and the affairs of any
future subsidiaries of the Company as the Representative may from time to time
reasonably request, all subject to the execution of a confidentiality agreement
reasonably satisfactory to the Company.

          (r) For a period of five years from the date hereof or until such
earlier time upon which the Company is required to be liquidated, the Company
will not take any action or actions which may prevent or disqualify the
Company's use of Form S-1 (or other appropriate form) for the registration of
the Warrants and the Representative's Warrants under the Act.


                                       16



          (s) The Company will maintain a transfer agent, warrant agent and, if
necessary under the jurisdiction of incorporation of the Company, a registrar
for the Units, Common Stock and Warrants.

          (t) In the event any person or entity (excluding attorneys,
accountants, engineers, environmental or labor consultants, investigatory firms,
technology consultants and specialists and similar service providers that are
not affiliated or associated with the NASD and are not brokers or finders) is
engaged, in writing, to assist the issuer in finding or evaluating a merger
candidate, the Company will provide the following to the NASD and the
Representative prior to consummation of an initial Business Combination: (i)
copies of agreements governing said services (which details or agreements may be
appropriately redacted to account for privilege or confidentiality concerns),
and (ii) a justification as to why the person or entity providing the merger and
acquisition services should not be considered an "underwriter or related person"
with respect to the Company's initial public offering as such term is defined in
Rule 2710(a)(6) of the NASD Conduct Rules. The Company also agrees that proper
disclosure of such arrangement or potential arrangement will be made in the
proxy statement which the Company will file for purposes of soliciting
stockholder approval for the Business Combination.

          (u) The Company will maintain a system of internal accounting controls
sufficient to provide reasonable assurances that: (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary in order to permit preparation of
financial statements in accordance with generally accepted accounting principles
and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management's general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

          (v) The Company shall, on the date hereof, retain its independent
public accountants to audit the financial statements of the Company as of the
Closing Date (the "Audited Financial Statements") reflecting the receipt by the
Company of the proceeds of the initial public offering. As soon as the Audited
Financial Statements become available, the Company shall promptly file a Current
Report on Form 8-K with the Commission, which Report shall contain the Company's
Audited Financial Statements.

          (w) The Company shall advise the NASD if it is aware that any 5% or
greater stockholder of the Company (other than the Representative or its
affiliates) becomes an affiliate or associated person of an NASD member
participating in the distribution of the Securities.

          (x) The Company hereby agrees that the Company shall not issue (ii)
any shares of Common Stock or any options or other securities convertible into
Common Stock other than in connection with a Business Combination as described
in the Prospectus, or (ii) any shares of Preferred Stock which participate in
any manner in the Trust Fund or which vote as a class with the Common Stock on a
Business Combination.

          (y) The Company hereby agrees that prior to commencing its due
diligence investigation of any operating business or financial services industry
assets which the Company seeks to acquire ("Target Business") or obtaining the
services of any vendor or service provider


                                       17



it will use its reasonable best efforts to attempt to cause the Target Business
or the vendor or service provider to execute a waiver letter in the form
attached hereto as Exhibit A and B, respectively. It is understood that the
Company may not be able to obtain such letters in some or all circumstances and
that, nonetheless, the Company may still proceed with such due diligence
investigations and enter into agreements with such parties or obtaining of
services, as applicable. Prior to the Closing Date, Andrew A. McKay and Gordon
A. McMillan shall execute a waiver letter in the form attached hereto as Exhibit
C, each other officer and director of the Company shall execute a waiver letter
in the form attached hereto as Exhibit D and JovFunds Management Inc. shall
execute a waiver in the form attached hereto as Exhibit E.

          (z) The Company shall not take any action or omit to take any action
that would cause the Company to be in material breach or violation of its
certificate of incorporation or by-laws.

          (aa) The Company agrees: (i) that, prior to the consummation of any
Business Combination, it will submit such transaction to the Company's
stockholders for their approval ("Initial Transaction Vote") even if the nature
of the acquisition is such as would not ordinarily require stockholder approval
under applicable state law; and (ii) that, in the event that the Company does
not effect a Business Combination within 18 months from the Closing Date
(subject to extension for an additional six-month period, as described in the
Prospectus), the Company will be liquidated as described in the Prospectus. With
respect to the Initial Transaction Vote, the Company shall use its best efforts
to cause all of the Initial Stockholders to vote the shares of Common Stock
owned by them immediately prior to this offering (the "Initial Shares") in
accordance with the vote of the holders of a majority of the IPO Shares (as
defined below) present, in person or by proxy, at a meeting of the Company's
stockholders called for the Initial Transaction Vote. At the time the Company
seeks approval of any potential Business Combination, the Company will offer
each of the holders of the Company's Common Stock underlying the Firm Units
issued in this offering (the "IPO Shares") the right to convert such holder's
IPO Shares at a per share price (the "Conversion Price") equal to the amount in
the Trust Fund (inclusive of any interest income therein net of income taxes
payable on the interest income and exclusive of the amount representing the
deferred underwriting discount to be paid to the Underwriters) on the record
date for determination of stockholders entitled to vote upon the proposal to
approve such Business Combination, divided by the total number of IPO Shares. If
the Company approves and consummates a Business Combination, it will convert
shares, based upon the Conversion Price, from those holders of IPO Shares who
affirmatively requested such conversion and who voted against the initial
Business Combination. If (i) holders of a majority in interest of the IPO Shares
voted are not voted in favor of any initial Business Combination or (ii) the
holders of 20% or more in interest of the IPO Shares vote against approval of
any potential initial Business Combination and exercise their conversion rights,
the Company will not proceed with such initial Business Combination and will not
convert such shares.

          (bb) The Company agrees that it will use its reasonable best efforts
to prevent the Company from becoming subject to Rule 419 under the Act prior to
the consummation of any Business Combination, including, but not limited to,
using its reasonable best efforts to prevent any of the Company's outstanding
securities from being deemed to be a "penny stock" as defined in Rule 3a-51-1
under the Exchange Act during such period.


                                       18



          (cc) The Company agrees that the initial Target Business(es) that it
acquires must have an aggregate fair market value equal to at least 80% of the
Company's net assets (excluding the amount held in the Trust Fund representing
the underwriters' discount) at the time of such acquisition. The fair market
value of such business(es) must be determined by the Board of Directors of the
Company based upon standards the Board reasonably believes are generally
accepted by the financial community. If the Board of Directors of the Company is
not able to independently determine that the Target Business(es) have an
aggregate fair market value of at least 80% of the Company's net assets
(excluding the amount held in the Trust Fund representing the underwriters'
discount) at the time of such acquisition or a conflict of interest exists with
respect to the transaction, the Company will obtain an opinion from an
unaffiliated, independent third party appraiser, which may or may not be an
investment banking firm that is a member of the NASD, with respect to the
satisfaction of such criteria. The Company is not required to obtain an opinion
from an investment banking firm as to the fair market value of a Target
Business(es) if the Company's Board of Directors independently determines that
the Target Business(es) does have sufficient fair market value.

          (dd) Within five days of the earlier to occur of the expiration or
termination of the Underwriters Over-allotment Option, the Company shall redeem
shares of Common Stock from TFC Holdings Ltd. at no cost, in an aggregate amount
equal to the number of shares of Common Stock determined by multiplying (a)
468,750 by (b) a fraction, (i) the numerator of which is 1,875,000 minus the
number of shares of Common Stock purchased by the Underwriters upon the exercise
of their Over-allotment Option, and (ii) the denominator of which is 1,875,000.
For the avoidance of doubt, if the Underwriters exercise the Over-allotment
Option in full, the Company shall not be required to redeem any shares of Common
Stock pursuant to this subsection.

          (ee) The Company agrees that, prior to the consummation of a Business
Combination, it will not take any action to amend or modify, and will not
support, directly or indirectly, or in any way endorse or recommend that
stockholders approve any amendment or modification to, the provisions of its
certificate of incorporation set forth in the Prospectus under the subheading
"Amended and Restated Certificate of Incorporation" under the caption "Proposed
Business".

     5.   COSTS AND EXPENSES.

          The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Company under this Agreement, including,
without limiting the generality of the foregoing, the following: accounting fees
of the Company; the fees and disbursements of counsel for the Company; the cost
of printing and delivering to, or as requested by, the Underwriters copies of
the Registration Statement, Preliminary Prospectuses, the Prospectus, this
Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation
Letter, the Listing Application, the Blue Sky Survey and any supplements or
amendments thereto; the filing fees of the Commission; the filing fees and
expenses (including legal fees and disbursements) incident to securing any
required review by the NASD of the terms of the sale of the Units; the Listing
Fee of the American Stock Exchange; the costs and expenses (including without
limitation any damages or other amounts payable in connection with legal or
contractual liability) associated with the reforming of any contracts for sale
of the Units made by the Underwriters


                                       19



caused by a breach of a representation; and the expenses, including the
reasonable fees and disbursements of one counsel for the Underwriters, incurred
in connection with the qualification of the Securities under state securities or
blue sky laws. The Company agrees to pay all costs and expenses of the
Underwriters, including the reasonable fees and disbursements of one counsel for
the Underwriters, incident to the offer and sale of Directed Units by the
Underwriters to employees and persons having business relationships with the
Company and the Subsidiaries. The Company shall not, however, be required to pay
for any of the Underwriter's expenses (other than those related to qualification
under NASD regulation and State securities or Blue Sky laws) except that, if
this Agreement shall not be consummated because the conditions in Section 6
hereof are not satisfied, or because this Agreement is terminated by the
Representative pursuant to Section 11 hereof, or by reason of any failure,
refusal or inability on the part of the Company to perform any undertaking or
satisfy any condition of this Agreement or to comply with any of the terms
hereof on its part to be performed, unless such failure, refusal or inability is
due primarily to the default or omission of any Underwriter, the Company shall
reimburse the several Underwriters for reasonable out-of-pocket expenses,
including reasonable fees and disbursements of one counsel, reasonably incurred
in connection with investigating, marketing and proposing to market the Units or
in contemplation of performing their obligations hereunder; but the Company
shall not in any event be liable to any of the several Underwriters for damages
on account of loss of anticipated profits from the sale by them of the Units.

     6.   CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

          The several obligations of the Underwriters to purchase the Firm Units
on the Closing Date and the Option Units, if any, on the Option Closing Date are
subject to the accuracy, as of the Applicable Time, the Closing Date or the
Option Closing Date, as the case may be, of the representations and warranties
of the Company contained herein, and to the performance by the Company of its
covenants and obligations hereunder and to the following additional conditions:

          (a) The Registration Statement and all post-effective amendments
thereto shall have become effective and the Prospectus shall have been filed as
required by Rules 424, 430A, or 430C under the Act, as applicable, within the
time period prescribed by, and in compliance with, the Rules and Regulations,
and any request of the Commission for additional information (to be included in
the Registration Statement or otherwise) shall have been disclosed to the
Representative and complied with to its reasonable satisfaction. No stop order
suspending the effectiveness of the Registration Statement, as amended from time
to time, shall have been issued and no proceedings for that purpose or pursuant
to Section 8A under the Act shall have been taken or, to the knowledge of the
Company, shall be contemplated or threatened by the Commission and no
injunction, restraining order or order of any nature by a Federal or state court
of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance of the Units.

          (b) The Representative shall have received on the Closing Date or the
Option Closing Date, as the case may be, the opinions of Bingham McCutchen LLP,
counsel for the Company, dated the Closing Date or the Option Closing Date, as
the case may be, addressed to the Underwriters and in form and substance
satisfactory to the Underwriters.


                                       20



          (c) The Representative shall have received an opinion and statement of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, dated
the Closing Date or the Option Closing Date, as the case may be, with respect to
such matters as the Representative may reasonably request, and such counsel
shall have received such documents and information as they may reasonably
request to enable them to pass upon such matters.

          (d) The Representative shall have received at or prior to the Closing
Date from Skadden, Arps, Slate, Meagher & Flom LLP a memorandum or summary, in
form and substance satisfactory to the Representative, with respect to the
qualification for offering and sale by the Underwriters of the Securities under
the State securities or Blue Sky laws of such jurisdictions as the
Representative may reasonably have designated to the Company.

          (e) The Representative shall have received, on each of the date
hereof, the Closing Date and, if applicable, the Option Closing Date, a letter
dated the date hereof, the Closing Date or the Option Closing Date, as the case
may be, in form and substance satisfactory to the Representative, of BDO
Seidman, LLP confirming that it is an independent registered public accounting
firm with respect to the Company within the meaning of the Act and the
applicable Rules and Regulations and the PCAOB and stating that in their opinion
the financial statements and schedules examined by it and included in the
Registration Statement, the General Disclosure Package and the Prospectus comply
in form in all material respects with the applicable accounting requirements of
the Act and the related Rules and Regulations; and containing such other
statements and information as is ordinarily included in accountants' "comfort
letters" to Underwriters with respect to the financial statements and certain
financial and statistical information contained in the Registration Statement,
the General Disclosure Package and the Prospectus.

          (f) The Representative shall have received on the Closing Date and, if
applicable, the Option Closing Date, as the case may be, a certificate or
certificates of the Chief Executive Officer and the Chief Financial Officer of
the Company to the effect that, as of the Closing Date or the Option Closing
Date, as the case may be, each of them severally represents as follows:

               (i) The Registration Statement has become effective under the Act
and no stop order suspending the effectiveness of the Registration Statement or
no order preventing or suspending the use of any Preliminary Prospectus or the
Prospectus has been issued, and no proceedings for such purpose or pursuant to
Section 8A of the Act have been taken or are, to his or her knowledge,
contemplated or threatened by the Commission;

               (ii) The representations and warranties of the Company contained
in Section 1 hereof are true and correct as of the Closing Date or the Option
Closing Date, as the case may be;

               (iii) All filings required to have been made pursuant to Rules
424, 430A, 430B or 430C under the Act have been made as and when required by
such rules;

               (iv) He or she has carefully examined the General Disclosure
Package and, in his or her opinion, as of the Applicable Time, the statements
contained in the General


                                       21



Disclosure Package did not contain any untrue statement of a material fact, and
such General Disclosure Package did not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;

               (v) He or she has carefully examined the Registration Statement
and, in his or her opinion, as of the effective date of the Registration
Statement, the Registration Statement and any amendments thereto did not contain
any untrue statement of a material fact and did not omit to state a material
fact necessary in order to make the statements therein not misleading, in light
of the circumstances under which they were made and since the Effective Date, no
event has occurred which should have been set forth in a supplement to or an
amendment of the Prospectus which has not been so set forth in such supplement
or amendment;

               (vi) He or she has carefully examined the Prospectus and, in his
or her opinion, as of its date and the Closing Date or the Option Closing Date,
as the case may be, the Prospectus and any amendments and supplements thereto
did not contain any untrue statement of a material fact and did not omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and

               (vii) Since the respective dates as of which information is given
in the Registration Statement, the General Disclosure Package and the
Prospectus, there has not been any material adverse change or any development
involving a prospective material adverse change in or affecting the business,
management, properties, assets, rights, operations, condition (financial or
otherwise) or prospects of the Company, whether or not arising in the ordinary
course of business.

          (g) The Company shall have furnished to the Representative such
further certificates and documents confirming the representations and
warranties, covenants and conditions contained herein and related matters as the
Representative may reasonably have requested.

          (h) The Firm Units and Option Units, if any, shall have been duly
listed, subject to notice of issuance, on the American Stock Exchange.

          (i) The Company shall have delivered to the Representative executed
copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the
Services Agreement and each of the Insider Letters.

          (j) On the Closing Date, the Company shall have delivered to the
Representative executed copies of the Representative's Purchase Option.

          (k) The Company shall have deposited into the Trust Fund the four
million seven hundred thousand dollars ($4,700,000) in proceeds received by the
Company as consideration for the sale of 4,700,000 Warrants for $1.00 per
Warrant in a private placement prior to the Closing Date.

          The opinions and certificates mentioned in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in all
material respects satisfactory to


                                       22



the Representative and to Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
the Underwriters.

          If any of the conditions hereinabove provided for in this Section 6
shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Underwriters hereunder may be terminated by
the Representative by notifying the Company of such termination in writing at or
prior to the Closing Date or the Option Closing Date, as the case may be.

          In such event, the Company and the Underwriters shall not be under any
obligation to each other (except to the extent provided in Sections 5 and 8
hereof).

     7.   CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

          The obligations of the Company to sell and deliver the portion of the
Securities and the Representative's Securities required to be delivered as and
when specified in this Agreement are subject to the conditions that at the
Closing Date or the Option Closing Date, as the case may be, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and in effect or proceedings therefor initiated or threatened.

     8.   INDEMNIFICATION.

          (a)  The Company agrees:

          (1) to indemnify and hold harmless each Underwriter and each person,
     if any, who controls any Underwriter within the meaning of either Section
     15 of the Act or Section 20 of the Exchange Act, against any losses,
     claims, damages or liabilities to which such Underwriter or any such
     controlling person may become subject under the Act or otherwise, insofar
     as such losses, claims, damages or liabilities (or actions or proceedings
     in respect thereof) arise out of or are based upon (i) any untrue statement
     or alleged untrue statement of any material fact contained in the
     Registration Statement, any Preliminary Prospectus, the Prospectus or any
     amendment or supplement thereto or (ii) the omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading in the light of the
     circumstances under which they were made; provided, however, that the
     Company will not be liable in any such case to the extent that any such
     loss, claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement, or omission or alleged omission made
     in the Registration Statement, any Preliminary Prospectus, the Prospectus,
     or such amendment or supplement, in reliance upon and in conformity with
     written information furnished to the Company by or through the
     Representative specifically for use therein, it being understood and agreed
     that the only such information furnished by any Underwriter consists of the
     information described as such in Section 13 herein; and

          (2) to reimburse each Underwriter and each such controlling person
     upon demand for any legal or other out-of-pocket expenses reasonably
     incurred by such Underwriter or such controlling person in connection with
     investigating or defending any such loss, claim, damage or liability,
     action or proceeding or in responding to a subpoena


                                       23



     or governmental inquiry related to the offering of the Securities, whether
     or not such Underwriter or controlling person is a party to any action or
     proceeding. In the event that it is finally judicially determined that the
     Underwriters were not entitled to receive payments for legal and other
     expenses pursuant to this subparagraph, the Underwriters will promptly
     return all sums that had been advanced pursuant hereto.

          (b) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of the Act, against any losses, claims, damages or
liabilities to which the Company or any such director, officer, or controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto,
or (ii) the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made; and
will reimburse any legal or other expenses reasonably incurred by the Company or
any such director, officer, or controlling person in connection with
investigating or defending any such loss, claim, damage, liability, action or
proceeding; provided, however, that each Underwriter will be liable in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission has been made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representative
specifically for use therein, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in Section 13 herein. This indemnity agreement will be in addition to
any liability which such Underwriter may otherwise have.

          (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to this Section 8, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing. No indemnification provided for in Section
8(a), (b) or (d) shall be available to any party who shall fail to give notice
as provided in this Section 8(c) if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
materially prejudiced by the failure to give such notice, but the failure to
give such notice shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party for contribution or
otherwise than on account of the provisions of Section 8(a), (b) or (d). In case
any such proceeding shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party and shall pay as incurred the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel at its own expense. Notwithstanding the
foregoing, the indemnifying party shall pay as incurred (or within 30 days of
presentation) the fees and expenses of the counsel retained by the


                                       24



indemnified party in the event (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them or (iii) the indemnifying party shall have
failed to assume the defense and employ counsel acceptable to the indemnified
party within a reasonable period of time after notice of commencement of the
action. It is understood that the indemnifying party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees and expenses of more than one separate firm for all such
indemnified parties. Such firm shall be designated in writing by you in the case
of parties indemnified pursuant to Section 8(a), (b) or (d) and by the Company
in the case of parties indemnified pursuant to Section 8(c). The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. In addition, the indemnifying party will not, without
the prior written consent of the indemnified party, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action
or proceeding of which indemnification may be sought hereunder (whether or not
any indemnified party is an actual or potential party to such claim, action or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action or proceeding.

          (d) The Company, agrees to indemnify and hold harmless DBSI and its
affiliates and each person, if any, who controls DBSI or its affiliates within
the meaning of either Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) (i) caused
by any untrue statement or alleged untrue statement of a material fact contained
in any material prepared by or with the consent of the Company for distribution
to Participants in connection with the Directed Unit Program, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; (ii)
caused by the failure of any Participant to pay for and accept delivery of
Directed Units that the Participant has agreed to purchase; or (iii) related to,
arising out of, or in connection with the Directed Unit Program other than
losses, claims, damages or liabilities (or expenses relating thereto) that are
finally judicially determined to have resulted from the bad faith or gross
negligence of DBSI.

          (e) To the extent the indemnification provided for in this Section 8
is unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a), (b) or (d) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is


                                       25



appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof),
as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

          The Company, and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 8(f) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8(f). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to above in
this Section 8(f) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (f), (i) no Underwriter shall be required to contribute any amount in
excess of the underwriting discounts and commissions applicable to the
Securities purchased by such Underwriter and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

          (f) In any proceeding relating to the Registration Statement, any
Preliminary Prospectus, the Prospectus or any supplement or amendment thereto,
each party against whom contribution may be sought under this Section 8 hereby
consents to the jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such court may be served
upon it by any other contributing party and consents to the service of such
process and agrees that any other contributing party may join it as an
additional defendant in any such proceeding in which such other contributing
party is a party.

          (g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Units and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter, or any person controlling any Underwriter, or to the Company, its
directors or officers, or any


                                       26



person controlling the Company, shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this Section
8.

     9.   DEFAULT BY UNDERWRITERS.

          If on the Closing Date or the Option Closing Date, as the case may be,
any Underwriter shall fail to purchase and pay for the portion of the Units
which such Underwriter has agreed to purchase and pay for on such date
(otherwise than by reason of any default on the part of the Company), the
Representative of the Underwriters, shall use its reasonable efforts to procure
within 36 hours thereafter one or more of the other Underwriters, or any others,
to purchase from the Company such amounts as may be agreed upon and upon the
terms set forth herein, the Units which the defaulting Underwriter or
Underwriters failed to purchase. If during such 36 hours the Representative,
shall not have procured such other Underwriters, or any others, to purchase the
Units agreed to be purchased by the defaulting Underwriter or Underwriters, then
(a) if the aggregate number of shares with respect to which such default shall
occur does not exceed 10% of the Units to be purchased on the Closing Date or
the Option Closing date, as the case may be, the other Underwriters shall be
obligated, severally, in proportion to the respective numbers of Units which
they are obligated to purchase hereunder, to purchase the Units which such
defaulting Underwriter or Underwriters failed to purchase, or (b) if the
aggregate number of Units with respect to which such default shall occur exceeds
10% of the Units to be purchased on the Closing Date or the Option Closing Date,
as the case may be, the Company or the Representative will have the right, by
written notice given within the next 36-hour period to the parties to this
Agreement, to terminate this Agreement without liability on the part of the
non-defaulting Underwriters or of the Company except to the extent provided in
Sections 5 and 8 hereof. In the event of a default by any Underwriter or
Underwriters, as set forth in this Section 9, the Closing Date or Option Closing
Date, as the case may be, may be postponed for such period, not exceeding seven
days, as the Representative, may determine in order that the required changes in
the Registration Statement, the General Disclosure Package or in the Prospectus
or in any other documents or arrangements may be effected. The term
"Underwriter" includes any person substituted for a defaulting Underwriter. Any
action taken under this Section 9 shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this
Agreement.

     10.  NOTICES.

          All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered, telecopied or telegraphed
and confirmed as follows: if to the Underwriters, to Deutsche Bank Securities
Inc., 60 Wall Street, 4th Floor, New York, New York, 10005; Attention: Syndicate
Manager, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, New York,
New York 10005, Attention: General Counsel; if to the Company, to Tailwind
Financial Inc., BCE Place, 181 Bay Street, Suite 2040, Toronto, Ontario Canada
M5J 2T3, Attention: Chief Executive Officer, with a copy to Floyd Wittlin,
Bingham McCutchen, LLP, 399 Park Avenue, New York, NY 10022.


                                       27



     11.  TERMINATION.

          This Agreement may be terminated by the Representative by notice to
the Company (a) at any time prior to the Closing Date or any Option Closing Date
(if different from the Closing Date and then only as to Option Units) if any of
the following has occurred: (i) since the respective dates as of which
information is given in the Registration Statement, the General Disclosure
Package and the Prospectus, any material adverse change or any development
involving a prospective material adverse change in or affecting the earnings,
business, management, properties, assets, rights, operations, condition
(financial or otherwise) or prospects of the Company, whether or not arising in
the ordinary course of business, (ii) any outbreak or escalation of hostilities
or declaration of war or national emergency or other national or international
calamity or crisis (including, without limitation, an act of terrorism) if the
effect of such outbreak, escalation, declaration, emergency, calamity or crisis
on the financial markets of the United States would, in the Representative's
judgment, materially impair the investment quality of the Securities, (iii) any
material change in economic or political conditions if the effect of such change
on the financial markets of the United States would, in the Representative's
judgment, materially impair the investment quality of the Securities, (iv)
suspension of trading in securities generally on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq National Market or limitation on
prices (other than limitations on hours or numbers of days of trading) for
securities on either such Exchange, (v) the enactment, publication, decree or
other promulgation of any statute, regulation, rule or order of any court or
other governmental authority which in the Representative's opinion materially
and adversely affects or may materially and adversely affect the business or
operations of the Company, (vi) the declaration of a banking moratorium by
United States or New York State authorities, (vii) the suspension of trading of
the Company's Units by the American Stock Exchange, the Commission, or any other
governmental authority or, (viii) the taking of any action by any governmental
body or agency in respect of its monetary or fiscal affairs which in the
Representative's reasonable opinion has a material adverse effect on the
securities markets in the United States; or (b) as provided in Sections 6 and 9
of this Agreement.

     12.  SUCCESSORS.

          This Agreement has been and is made solely for the benefit of the
Underwriters and the Company and their respective successors, executors,
administrators, heirs and assigns, and the officers, directors and controlling
persons referred to herein, and no other person will have any right or
obligation hereunder. No purchaser of any of the Units from any Underwriter
shall be deemed a successor or assign merely because of such purchase.

     13.  INFORMATION PROVIDED BY UNDERWRITERS.

          The Company and the Underwriters acknowledge and agree that the only
information furnished or to be furnished by any Underwriter to the Company for
inclusion in the Registration Statement, any Preliminary Prospectus or the
Prospectus consists of the information set forth in the third, twelfth and
thirteenth paragraphs under the caption "Underwriting" in the Prospectus.


                                       28



     14.  MISCELLANEOUS.

          The reimbursement, indemnification and contribution agreements
contained in this Agreement and the representations, warranties and covenants in
this Agreement shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of any
Underwriter or controlling person thereof, or by or on behalf of the Company or
its directors or officers, and (c) delivery of and payment for the Units under
this Agreement.

          The Company acknowledges and agrees that each Underwriter in providing
investment banking services to the Company in connection with the offering,
including in acting pursuant to the terms of this Agreement, has acted and is
acting as an independent contractor and not as a fiduciary and the Company does
not intend such Underwriter to act in any capacity other than as an independent
contractor, including as a fiduciary or in any other position of higher trust.

          This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York, including, without limitation, Section 5-1401
of the New York General Obligations Law.

          The Company agrees that any suit, action or proceeding against it
brought by any Underwriter, the directors, officers, employees, affiliates and
agents of any Underwriter, or by any person who controls any Underwriter,
arising out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in any State court or U.S. federal court in The City of
New York and County of New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the non-exclusive jurisdiction of such courts in any suit, action or
proceeding.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       29



          If the foregoing letter is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

                                         Very truly yours,

                                         TAILWIND FINANCIAL INC.


                                         By:   /s/ Andrew A. McKay
                                             -----------------------------------


The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written.

DEUTSCHE BANK SECURITIES INC.

As Representative of the several
Underwriters listed on Schedule I

By: Deutsche Bank Securities Inc.


By:   /s/ Neil Abromavage
    ---------------------------------
            Authorized Officer


By:   /s/ Jeremy Fox
    ---------------------------------
            Authorized Officer


                                       30



                                   SCHEDULE I

                            SCHEDULE OF UNDERWRITERS

                                NUMBER OF FIRM UNITS
         UNDERWRITER              TO BE PURCHASED
- -----------------------------   --------------------
Deutsche Bank Securities Inc.        11,687,500
Legend Merchant Group, Inc.             250,000
Maxim Group LLC                         312,500
Gunn Allen Financial, Inc.              250,000
    Total                            12,500,000


                                      S-I-1



                                   SCHEDULE II

None.

                                     S-II-1



                                  SCHEDULE III

                        SCHEDULE OF INITIAL STOCKHOLDERS

Gordon A. McMillan
Andrew A. McKay
Robert Penteliuk
Robert C. Hain
Stephen T. Moore
TFC Holdings Ltd.
Parkwood Holdings Ltd.
JovFunds Management Inc.


                                     S-III-1



                                    EXHIBIT A

Tailwind Financial Inc.

Gentlemen:

     Reference is made to the final prospectus of Tailwind Financial Inc. (the
"Company"), dated April 11, 2007 (the "Prospectus"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
Prospectus.

     We have read the Prospectus and understand that the Company has established
a trust account at JP Morgan Chase, maintained by American Stock Transfer and
Trust Company, acting as Trustee, as described in the Prospectus (the "Trust
Fund"), initially in an amount of $[100,000,000] for the benefit of the public
stockholders and that Company may disburse monies from the Trust Fund only (i)
to the public stockholders in the event of the conversion of their shares or the
liquidation of the Company or (ii) to the Company after it consummates an
initial Business Combination.

     For and in consideration of the Company agreeing to evaluate the
undersigned for purposes of consummating an initial Business Combination with
it, the undersigned hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Fund (the
"Claim") and hereby waives any Claim it may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Fund for any reason whatsoever.


                                        ----------------------------------------
                                        Print Name of Target Business


                                        ----------------------------------------
                                        Authorized Signature of Target Business


                                       A-1



                                    EXHIBIT B

Tailwind Financial Inc.

Gentlemen:

     Reference is made to the final prospectus of Tailwind Financial Inc. (the
"Company"), dated April 11, 2007 (the "Prospectus"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
Prospectus.

     We have read the Prospectus and understand that the Company has established
a trust account at JP Morgan Chase, maintained by American Stock Transfer and
Trust Company, acting as Trustee, as described in the Prospectus (the "Trust
Fund"), initially in an amount of $[100,000,000] for the benefit of the public
stockholders and that the Company may disburse monies from the Trust Fund only:
(i) to the public stockholders in the event of the conversion of their shares or
the liquidation of the Company; or (ii) to the Company after it consummates an
initial Business Combination.

     For and in consideration of the Company engaging the services of the
undersigned, the undersigned hereby agrees that it does not have any right,
title, interest or claim of any kind in or to any monies in the Trust Fund (the
"Claim") and hereby waives any Claim it may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Fund for any reason whatsoever.


                                        ----------------------------------------
                                        Print Name of Vendor Or Service Provider


                                        ----------------------------------------
                                        Authorized Signature of Vendor Or
                                        Service Provider


                                       B-1



                                    EXHIBIT C

Tailwind Financial Inc.

Gentlemen:

     Reference is made to the final prospectus of Tailwind Financial Inc. (the
"Company"), dated April 11, 2007 (the "Prospectus"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
Prospectus.

     The undersigned hereby acknowledges that the Company has established a
trust account at JP Morgan Chase, maintained by American Stock Transfer and
Trust Company, acting as Trustee, as described in the Prospectus (the "Trust
Fund"), initially in an amount of $[100,000,000] for the benefit of the public
stockholders in accordance with and subject to the terms of this letter.

     The undersigned hereby waives any right, title, interest or claim of any
kind on or to any monies in the Trust Fund (the "Claim") the undersigned may
have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever, except to the extent the undersigned is entitled to
be indemnified by the Company pursuant to the Company's certificate of
incorporation.

     The undersigned agrees to indemnify and hold harmless the Company against
any and all loss, liability, claims, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become subject to as
a result of any claim by (i) any vendor or service provider that is owed money
by the Company for services rendered or products sold to the Company prior to
the initial Business Combination and (ii) prospective target businesses for fees
and expenses of third parties that the Company agreed in writing to pay in the
event the Company does not consummate a Business Combination with such business;
but, in each case, only to the extent necessary to ensure that the amount in the
Trust Fund is not reduced. Nothing contained in this paragraph shall be
construed to suggest that the undersigned may be held personally liable for any
loss, liability claims, damage or expense which the Company may become subject
to other than as set forth in the preceding sentence.


                                        ----------------------------------------
                                        Print Name of Officer/Director


                                        ----------------------------------------
                                        Authorized Signature of Officer/Director


                                       C-1



                                    EXHIBIT D

Tailwind Financial Inc.

Gentlemen:

     Reference is made to the final prospectus of Tailwind Financial Inc. (the
"Company"), dated April 11, 2007 (the "Prospectus"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
Prospectus.

     The undersigned officer or director of the Company hereby acknowledges that
the Company has established a trust account at JP Morgan Chase, maintained by
American Stock Transfer and Trust Company, acting as Trustee, as described in
the Prospectus (the "Trust Fund"), initially in an amount of $[100,000,000] for
the benefit of the public stockholders in accordance with and subject to the
terms of this letter.

     The undersigned hereby waives any right, title, interest or claim of any
kind on or to any monies in the Trust Fund (the "Claim") the undersigned may
have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever, except to the extent the undersigned is entitled to
be indemnified by the Company pursuant to the Company's certificate of
incorporation.


                                        ----------------------------------------
                                        Print Name of Officer/Director


                                        ----------------------------------------
                                        Authorized Signature of Officer/Director


                                       D-1



                                    EXHIBIT E

Tailwind Financial Inc.

Gentlemen:

     Reference is made to the final prospectus of Tailwind Financial Inc. (the
"Company"), dated April 11, 2007 (the "Prospectus"). Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
Prospectus.

     JovFunds Management Inc. ("JovFunds") hereby acknowledges that the Company
has established a trust account at JP Morgan Chase, maintained by American Stock
Transfer and Trust Company, acting as Trustee, as described in the Prospectus
(the "Trust Fund"), initially in an amount of $[100,000,000] for the benefit of
the public stockholders in accordance with and subject to the terms of this
letter.

     JovFunds hereby waives any right, title, interest or claim of any kind on
or to any monies in the Trust Fund (the "Claim") JovFunds may have in the future
as a result of, or arising out of, any contracts or agreements with the Company
and will not seek recourse against the Trust Fund for any reason whatsoever.

     JovFunds agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become subject to as
a result of any claim by (i) any vendor or service provider that is owed money
by the Company for services rendered or products sold to the Company prior to
the initial Business Combination and (ii) prospective target businesses for fees
and expenses of third parties that the Company agreed in writing to pay in the
event the Company does not consummate a Business Combination with such business;
but, in each case, only to the extent necessary to ensure that the amount in the
Trust Fund is not reduced. Nothing contained in this paragraph shall be
construed to suggest that JovFunds may be held personally liable for any loss,
liability claims, damage or expense which the Company may become subject to
other than as set forth in the preceding sentence.

                                        JOVFUNDS MANAGEMENT INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       E-1

EX-3.1

                                                                     Exhibit 3.1

                           SECOND AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                             TAILWIND FINANCIAL INC.

     Tailwind Financial Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify as follows:

     1.   The name of the Corporation is Tailwind Financial Inc. The date of
filing of the Corporation's original Certificate of Incorporation with the
Secretary of State was June 30, 2006. The date of filing of the Corporation's
amended and restated Certificate of Incorporation with the Secretary of State
was March 14, 2007.

     2.   The Second Amended and Restated Certificate of Incorporation of
Tailwind Financial Inc., in the form attached hereto as EXHIBIT A, has been
duly adopted in accordance with the provisions of Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware by the directors and
stockholders of the Corporation.

     3.   The Second Amended and Restated Certificate of Incorporation of
Tailwind Financial Inc. so adopted reads in its entirety as set forth in
EXHIBIT A attached hereto and is incorporated herein by reference.

     4.   This Certificate shall be effective on the date of filing with the
Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be executed by its Chief Executive
Officer on this 29th day of March, 2007.

                                        Tailwind Financial Inc.

                                        By: /s/ Andrew A. McKay
                                        ----------------------------------------
                                        Andrew A. McKay, Chief Executive Officer



                                    EXHIBIT A

                           SECOND AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                             TAILWIND FINANCIAL INC.

     FIRST: The name of the corporation is Tailwind Financial Inc. (the
"CORPORATION").

     SECOND: The registered office of the Corporation is to be located at
2711 Centerville Road Suite 400, in the City of Wilmington, County of New
Castle, 19808. The name of its registered agent at that address is Corporation
Service Company.

     THIRD: Subject to the immediately succeeding sentence and Article Fifth,
the purpose of the Corporation shall be to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware ("GCL"). In addition to the powers and privileges conferred
upon the Corporation by law and those incidental thereto, the Corporation shall
possess and may exercise all the powers and privileges which are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the Corporation; provided, however, that in the event a Business Combination
(as defined below) is not consummated prior to the Initial Termination Date (as
defined below), then the purposes of the Corporation shall automatically, with
no action required by the board of directors (the "BOARD") or the stockholders,
on the Initial Termination Date be limited to effecting and implementing the
dissolution and liquidation of the Corporation and the taking of any other
actions expressly required to be taken herein on or after the Initial
Termination Date and the Corporation's powers shall thereupon be limited to
those set forth in Section 278 of the GCL and as otherwise may be necessary to
implement the limited purposes of the Corporation as provided herein. This
Article Third may not be amended without the affirmative vote of at least 95% of
the IPO Shares (as defined below) cast at a meeting of stockholders of the
Corporation.

     FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 75,000,000 of which 70,000,000
shares shall be common stock of the par value of $.001 per share ("COMMON
STOCK") and 5,000,000 shares shall be preferred stock of the par value of $.01
per share ("PREFERRED STOCK").

          (A)  PREFERRED STOCK. The Board is expressly granted authority to
issue shares of the Preferred Stock, in one or more series, and to fix for each
such series such voting powers, full or limited, and such designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions adopted by the Board providing for
the issue of such series (a "PREFERRED STOCK DESIGNATION") and as may be
permitted by the GCL. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.

          (B)  COMMON STOCK. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.

     FIFTH: The Corporation's existence shall terminate on April 17, 2009
(the "Termination Date"). This provision may only be amended in connection
with, and become effective upon, the consummation of a Business Combination
(defined below). A proposal to so amend this section shall be submitted to
stockholders in connection with any proposed Business Combination pursuant to
Article Sixth (B) below.

     SIXTH: The following provisions (A) through (G) shall apply during the
period commencing upon the filing of this Second Amended and Restated
Certificate of Incorporation and shall terminate upon the consummation of



any Business Combination (as defined below), and may not be amended during the
Target Business Acquisition Period (as defined below) without the affirmative
vote of at least 95% of the IPO Shares (as defined below) cast at a meeting of
stockholders of the Corporation. A "BUSINESS COMBINATION" shall mean the
acquisition by the Corporation, whether by merger, capital stock exchange,
exchangeable share transaction, asset or stock acquisition or other similar type
of transaction, of an operating business or businesses having collectively, a
fair market value (as calculated in accordance with the requirements set forth
below) of at least 80% of the Corporation's net assets at the time of the
acquisition, PROVIDED, however, that any acquisition of multiple operating
businesses shall occur contemporaneously with one another ("TARGET BUSINESS").
The "TARGET BUSINESS ACQUISITION PERIOD" shall mean the period from the
effectiveness of the registration statement filed in connection with the
Corporation's initial public offering of securities ("IPO") up to and including
the first to occur of (a) a Business Combination, (b) the Initial Termination
Date or (c) the Termination Date (as defined below). For purposes of this
Article, fair market value shall be determined by the Board based upon standards
generally accepted by the financial community, such as actual and potential
sales, earnings and cash flow, and book value. If the Board is not able to
independently determine that the Target Business has a sufficient fair market
value, or if a conflict of interest exists, the Corporation will obtain an
opinion from an unaffiliated, independent investment banking firm with respect
to the satisfaction of such criteria.

          (A)  Immediately after the IPO, the amount of the net offering
proceeds received by the Corporation in the IPO (including the proceeds of any
exercise of the underwriter's over-allotment option) specified in the
Corporation's registration statement on Form S-1 filed with the Securities and
Exchange Commission (the "REGISTRATION STATEMENT") at the time it goes effective
shall be deposited and thereafter held in a trust account established by the
Corporation (the "TRUST ACCOUNT"). Neither the Corporation nor any officer,
director or employee of the Corporation shall disburse any of the proceeds held
in the Trust Account until the earlier of (i) a Business Combination or (ii) the
liquidation of the Corporation as discussed in Paragraph (D) below, in each case
in accordance with the terms of the investment management trust agreement
governing the Trust Account; PROVIDED, HOWEVER, that prior to such date, the
Corporation shall be entitled to withdraw (x) up to $1,600,000 of interest
earned on the Trust Account (net of income taxes payable on this amount) to
fund a portion of the Corporation's working capital expenses, and (y) such
amounts from the Trust Account as would be required to pay taxes on the
interest earned on the Trust Account.

          (B)  Prior to the consummation of any Business Combination, the
Corporation shall submit such Business Combination to its stockholders for
approval regardless of whether the Business Combination is of a type which
normally would require such stockholder approval under the GCL. In the event
that a majority of the shares cast at the meeting to approve the Business
Combination are voted for the approval of such Business Combination, the
Corporation shall be authorized to consummate the Business Combination; provided
that the Corporation shall not consummate any Business Combination if the
holders of 20% or more of the IPO Shares (as defined below) exercise their
conversion rights described in Paragraph (C) below.

          (C)  In the event that a Business Combination is approved in
accordance with the above Paragraph (B) and is consummated by the Corporation,
any stockholder of the Corporation holding shares of Common Stock issued in the
IPO (the "IPO SHARES") who voted against the Business Combination may,
contemporaneous with such vote, demand that the Corporation convert his, her or
its IPO Shares into cash. If so demanded, the Corporation shall, promptly after
consummation of the Business Combination, convert such shares into cash at a per
share conversion price equal to (i) the amount held in the Trust Account (net of
taxes payable), including a pro rata portion of the underwriters' deferred
compensation (calculated as of two business days prior to the consummation of
the Business Combination), divided by (ii) the total number of IPO Shares.

          (D)  In the event that the Corporation does not execute a letter of
intent, an agreement in principle or a definitive agreement to complete a
Business Combination within 18 months after the consummation of the IPO (the
"INITIAL TERMINATION DATE"), the directors and officers of the Corporation shall
take all such action necessary to dissolve the Corporation and liquidate the
Trust Account to holders of IPO Shares as soon as reasonably practicable, and
after approval of the Corporation's stockholders and subject to the requirements
of the GCL, including the adoption of a resolution by the Board, prior to such
Initial Termination Date, pursuant to Section 275(a) of the GCL, in which the
Board finds the dissolution of the Corporation advisable and providing such
notices as are required by said Section 275(a) of the GCL as promptly thereafter
as possible. In the event that (i) the stockholders vote in favor of such
dissolution and the Corporation is so dissolved or (ii) the Corportion's
existence terminates on the Termination Date, the Corporation shall promptly
adopt and implement a plan of distribution

                                       3


which provides that only the holders of IPO Shares shall be entitled to share
ratably in the Trust Fund plus any other net assets of the Corporation not used
for or reserved to pay obligations and claims or such other corporate expenses
relating to or arising during the Corporation's remaining existence, including
costs of dissolving and liquidating the Corporation. The Corporation shall pay
no liquidating distributions with respect to any shares of capital stock of the
Corporation other than IPO Shares.

          (E)  A holder of IPO Shares shall be entitled to receive funds from
the Trust Account only (i) in the event of a liquidation of the Trust Account to
holders of IPO Shares in connection with (a) the dissolution of the Corporation
or (b) the termination of the Corportion's existence on the Termination Date,
pursuant to the terms of the investment management trust agreement governing the
Trust Account or (ii) in the event he, she or it demands conversion of such IPO
Shares in accordance with Paragraph (B), above. In no other circumstances shall
a holder of IPO Shares have any right or interest of any kind in or to the Trust
Account. A holder of shares issued in a private placement concurrently with or
prior to the consummation of the IPO shall not have any right or interest of any
kind in or to the Trust Account.

          (F)  Unless and until the Corporation has consummated a Business
Combination as permitted under this Article Sixth, the Corporation may not
consummate any other business combination, whether by merger, capital stock
exchange, stock purchase, asset acquisition, exchangeable share transaction or
otherwise.

          (G)  The Board shall be divided into three classes: Class I, Class II
and Class III. The number of directors in each class shall be as nearly equal as
possible. At the first election of directors by the incorporator, the
incorporator shall elect a Class III director for a term expiring at the
Corporation's third annual meeting of stockholders. The Class III director shall
then appoint additional Class I, Class II and Class III directors, as necessary.
The directors in Class I shall be elected for a term expiring at the first
annual meeting of stockholders following the IPO, the directors in Class II
shall be elected for a term expiring at the second annual meeting of
stockholders following the IPO and the directors in Class III shall be elected
for a term expiring at the third annual meeting of stockholders following the
IPO. Commencing at the first annual meeting of stockholders, and at each annual
meeting thereafter, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election. Except as the GCL may
otherwise require, in the interim between annual meetings of stockholders or
special meetings of stockholders called for the election of directors and/or the
removal of one or more directors and the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board,
including unfilled vacancies resulting from the removal of directors for cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum (as defined in the Corporation's Bylaws), or
by the sole remaining director. All directors shall hold office until the
expiration of their respective terms of office and until their successors shall
have been elected and qualified. A director elected to fill a vacancy resulting
from the death, resignation or removal of a director shall serve for the
remainder of the full term of the director whose death, resignation or removal
shall have created such vacancy and until his or her successor shall have been
elected and qualified.

     SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

          (A)  Election of directors need not be by ballot unless the by-laws of
the Corporation so provide.

          (B)  The Board shall have the power, without the assent or vote of the
stockholders, to make, alter, amend, change, add to or repeal the by-laws of the
Corporation as provided in the by-laws of the Corporation.

          (C)  The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of stockholders or at any
special meeting of stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the Corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy)

                                       4


shall be as valid and binding upon the Corporation and upon all the stockholders
as though it had been approved or ratified by every stockholder of the
Corporation, whether or not the contract or act would otherwise be open to legal
attack because of directors' interests, or for any other reason.

          (D)  In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this Second Amended and Restated Certificate of
Incorporation, and to any by-laws from time to time made by the stockholders;
provided, however, that no by-law so made shall invalidate any prior act of
the directors which would have been valid if such by-law had not been made.

     EIGHTH:

          (A)  A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this Paragraph (A) by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation with respect to events occurring
prior to the time of such repeal or modification.

          (B)  The Corporation, to the full extent permitted by Section 145 of
the GCL, as amended from time to time, shall indemnify all persons whom it may
indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding for which such officer or director may
be entitled to indemnification hereunder shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized hereby.

     NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of Title 8 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the GCL order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

                                       5

EX-4.1

                                                                     EXHIBIT 4.1

NUMBER                                                                     UNITS
U-__________

SEE REVERSE FOR
CERTAIN DEFINITIONS

                             TAILWIND FINANCIAL INC.
                                                              CUSIP: 874023 20 3

                UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
                ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

     THIS CERTIFIES THAT ______________________________________________ is the
owner of ____________________ Units.

     Each Unit ("UNIT") consists of one (1) share of common stock, par value

$.001 per share ("COMMON STOCK"), of Tailwind Financial Inc., a Delaware
corporation (the "Corporation"), and one warrant (the "WARRANT"). The Warrant
entitles the holder to purchase one (1) share of Common Stock for $6.00 per
share (subject to adjustment). The Warrant will become exercisable on the
later of (i) the Corporation's completion of an acquisition of one or more
assets or operating businesses through a merger, capital stock exchange,
asset or stock acquisition, exchangeable share transaction or other similar
business combination and (ii) April 11, 2008, and will expire unless exercised
before 5:00 p.m., New York City time, on April 11, 2011 [four years after the
effective date of the registration statement relating to the initial public
offering of the Units], or earlier upon redemption (the "EXPIRATION DATE").
The Common Stock and Warrants comprising the Units represented by this
certificate are not transferable separately prior to July 10, 2007, subject
to earlier separation in the discretion of Deutsche Bank Securities Inc. The
terms of the Warrants are governed by a Warrant Agreement, dated as of April
17, 2007, between the Corporation and American Stock Transfer & Trust Company
(the "WARRANT AGENT") and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are on file
at the office of the Warrant Agent at 59 Maiden Lane, Plaza Level, New York,
New York 10038, and are available to any Warrant holder on written request
and without cost.

     This certificate is not valid unless countersigned by the Transfer Agent
and Registrar of the Corporation.

     Witness the facsimile seal of the Corporation and the facsimile signature
of its duly authorized officers.

                             TAILWIND FINANCIAL INC.
                                    CORPORATE
                                    DELAWARE
                                      SEAL
                                      2007



By:      /s/ Andrew A. McKay                    /s/ Gordon A. McMillan
    --------------------------------         --------------------------------
             President                              Assistant Secretary

Countersigned By:
                   ------------------
                     Transfer Agent

                             TAILWIND FINANCIAL INC.

The Corporation will furnish without charge to each unit holder who so requests,
a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations, or restrictions
of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT - ______Custodian ______
TEN ENT - as tenants by the entireties                   (Cust)          (Minor)
JT TEN  - as joint tenants with                          under Uniform Gifts to
          right of survivorship and                      Minors Act ___________
          not as tenants in common                                    (State)

     Additional Abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, ___________________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

_____________________________________

_____________________________________

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_______________________________________________________________________ UNITS
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT ________________ ATTORNEY TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE
WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED:
      --------------          ------------------------------------------



                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of the certificate in every
                                       particular, without alteration or
                                       enlargement or any change whatsoever.

Signature(s) Guaranteed:


- --------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE
17Ad-15).

EX-4.2

                                                                     EXHIBIT 4.2

NUMBER
_______                                                                   SHARES

                             TAILWIND FINANCIAL INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                  COMMON STOCK

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                           CUSIP: 874023 10 4

IS THE OWNER OF

       FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH
                             OF THE COMMON STOCK OF

                             TAILWIND FINANCIAL INC.

TRANSFERABLE ON THE BOOKS OF THE COMPANY IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE
IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE
REGISTRAR. WITNESS THE SEAL OF THE COMPANY AND THE FACSIMILE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.

DATED:

                             TAILWIND FINANCIAL INC.
                                    CORPORATE
                                    DELAWARE
                                      SEAL
                                      2007

By:       /s/ Andrew A. McKay                   /s/ Gordon A. McMillan
    --------------------------------         --------------------------------
              President                             Assistant Secretary

By:
    --------------------------------
           Transfer Agent



The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common     UNIF GIFT MIN ACT - ______ Custodian ______
TEN ENT - as tenants by the entireties                 (Cust)           (Minor)
JT TEN  - as joint tenants with                         under Uniform Gifts to
          right of survivorship and                     Minors Act ___________
          not as tenants in common                                  (State)

     Additional Abbreviations may also be used though not in the above list.

                             TAILWIND FINANCIAL INC.

     Tailwind Financial Inc. (the "Company") will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights. This certificate and the shares represented
thereby are issued and shall be held subject to all the provisions of the
Amended and Restated Certificate of Incorporation and all amendments thereto and
resolutions of the Board of Directors providing for the issue of shares of
Preferred Stock (copies of which may be obtained from the assistant secretary of
the Company), to all of which the holder of this certificate by acceptance
hereof assents.

     FOR VALUE RECEIVED, ___________________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

___________________________________

___________________________________

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_____________________________________________________________________ SHARES OF
THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT ____________________ ATTORNEY TO TRANSFER THE
SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

DATED:
       --------------



                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of the certificate in every
                                       particular, without alteration or
                                       enlargement or any change whatsoever.


Signature(s) Guaranteed:


- --------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE
COMMISSION. RULE 17Ad-15).

     The holder of this certificate shall be entitled to receive funds from the
trust account only in the event of the Company's liquidation upon failure to
consummate a business combination or if the holder seeks to convert his
respective shares into cash upon a business combination which he voted against
and which is actually completed by the Company. In no other circumstances shall
the holder have any right or interest of any kind in or to the trust account.

EX-4.3

                                                                     EXHIBIT 4.3

NUMBER                     (SEE REVERSE SIDE FOR LEGEND)                WARRANTS
___________ - (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
                 5:00 P.M. NEW YORK CITY TIME, April 11, 2011

                             TAILWIND FINANCIAL INC.
                                   874023 11 2
                                     WARRANT

THIS CERTIFIES THAT, for value received ________________________________________
is the registered holder of a Warrant or Warrants expiring April 11, 2011
(the "WARRANT") to purchase one fully paid and non-assessable share of Common
Stock, par value $.001 per share ("SHARES"), of Tailwind Financial Inc., a
Delaware corporation (the "COMPANY"), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the later of (i) the Company's acquisition of one or more
assets or operating businesses through a merger, capital stock exchange, asset
or stock acquisition, exchangeable share transaction or other similar business
combination, and (ii) April 11, 2008, such number of Shares of the Company at
the price of $6.00 per share, upon surrender of this Warrant Certificate
accompanied by the annexed duly executed subscription form and payment of the
Warrant Price at the office or agency of American Stock Transfer & Trust
Company (the "WARRANT AGENT") (such payment to be made by check payable to
the Warrant Agent), but only subject to the conditions set forth herein and
in the warrant agreement between the Company and American Stock Transfer &
Trust Company (the "WARRANT AGREEMENT"). The Warrant Agreement provides that
upon the occurrence of certain events the Warrant Price and the number of
Warrant Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. The term Warrant Price as used in
this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.

     No fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up to
the nearest whole number the number of Shares to be issued to such holder.

     Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or his assignee a new Warrant Certificate covering the number of Shares
for which the Warrant has not been exercised.

     Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.

     Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.

     The Company and the Warrant Agent may deem and treat the registered holder
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     This Warrant does not entitle the registered holder to any of the rights of
a stockholder of the Company.

     The Company reserves the right to call the Warrant at any time prior to its
exercise, with a notice of call in writing to the holders of record of the
Warrant, giving thirty (30) days' prior written notice of such call at any time
after the Warrant becomes exercisable if the last sale price of the Shares has
been at least $11.50 per share (the "TRIGGER PRICE") on any twenty (20) trading
days within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of such call is given. The Warrant may not be
called unless the Warrant and the Shares are covered by an effective
registration statement from the beginning of the measurement



period through the date fixed for redemption. The call price of the Warrants is
to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and have no further value except for the $.01 call
price. The Trigger Price is subject to adjustments as provided in the Warrant
Agreement.

By :

/s/ Andrew A. McKay                        /s/ Gordon A. McMillan
- ---------------------------------          -------------------------------------
President                                  Assistant Secretary

                                        2


                                SUBSCRIPTION FORM

      To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise _________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

________________________________________________________________________________
                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)

________________________________________________________________________________
                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to ____________________________________________________________
                     (PLEASE PRINT OR TYPE NAME AND ADDRESS)

________________________________________________________________________________
______________________ of the Warrants and, if such number of Warrants shall not
be all the Warrants evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below:

Dated:
      -------------------------           --------------------------------------
                                          (SIGNATURE)

                                          --------------------------------------
                                          (ADDRESS)

                                          --------------------------------------

                                          --------------------------------------
                                          (TAX IDENTIFICATION NUMBER)

                                   ASSIGNMENT
       To Be Executed by the Registered Holder in Order to Assign Warrants

     For Value Received, _____________ hereby sell, assign, and transfer unto

________________________________________________________________________________
                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)

________________________________________________________________________________
                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to
________________________________________________________________________________
                     (PLEASE PRINT OR TYPE NAME AND ADDRESS)

____________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitute and appoint _________________________ Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.

Dated:
      ---------------------                        -----------------------
                                                   (SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY

                                        3


CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY
OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE,
PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.

                                        4

EX-4.4

                                                                     EXHIBIT 4.4

THE REGISTERED HOLDER (AS DEFINED BELOW) OF THIS PURCHASE OPTION BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE, THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DEUTSCHE BANK SECURITIES
INC. ("DEUTSCHE BANK") OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH
THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF DEUTSCHE
BANK OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE
ACQUISITION BY TAILWIND FINANCIAL INC. (THE "COMPANY") OF ONE OR MORE ASSETS OR
OPERATING BUSINESSES THROUGH A MERGER, CAPITAL STOCK EXCHANGE, ASSET OR STOCK
ACQUISITION, EXCHANGEABLE SHARE TRANSACTION OR OTHER SIMILAR BUSINESS
COMBINATION (A "BUSINESS COMBINATION") AND (II) APRIL 11, 2008. VOID AFTER
5:00 P.M. NEW YORK CITY LOCAL TIME, APRIL 11, 2011.

                              UNIT PURCHASE OPTION

                               FOR THE PURCHASE OF

                                  625,000 UNITS

                                       OF

                             TAILWIND FINANCIAL INC.

1.   PURCHASE OPTION.

     THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf


of ____________ (the "HOLDER"), as registered owner of this Purchase Option,
to the Company, Holder is entitled, at any time or from time to time upon the
later of the consummation by the Company of a Business Combination and
April 11, 2008 (the "COMMENCEMENT DATE"), and at or before 5:00 p.m., New York
City local time, April 11, 2011 (the "EXPIRATION DATE") (four (4) years from
the effective date (the "EFFECTIVE DATE") of the registration statement (the
"REGISTRATION STATEMENT") pursuant to which units (the "UNITS") of the
Company, each Unit consisting of one share of common stock of the Company,
par value $0.001 per share (the "COMMON STOCK"), and one warrant (a
"WARRANT") exercisable for one share of Common Stock, are offered for sale to
the public (the "OFFERING")), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to six hundred twenty-five thousand
(625,000) Units. Each Warrant is the same as the warrants included in the
Units being registered for sale to the public by way of the Registration
Statement (the "PUBLIC WARRANTS"), except that the exercise price of the
Warrant is $7.20 per share. If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be
exercised on the next succeeding day which is not such a day, in accordance
with the terms herein. During the period ending on the Expiration Date, the
Company agrees not to take any action that would terminate the Purchase
Option. This Purchase Option is initially exercisable at $9.60 per Unit so
purchased; provided, however, that upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Option,
including the exercise price per Unit and the number of Units (and shares of
Common Stock and Warrants) to be received upon such exercise, shall



be adjusted as therein specified. The term "EXERCISE PRICE" shall mean the
initial exercise price or the adjusted exercise price, depending on the context.

2.   EXERCISE FORM.

     In order to exercise this Purchase Option, the exercise form attached
hereto must be duly executed, completed and delivered to the Company, together
with this Purchase Option and payment of the Exercise Price for the Units being
purchased payable in cash or by certified check or official bank check. If the
subscription rights represented hereby shall not be exercised at or before 5:00
p.m., New York City local time, on the Expiration Date this Purchase Option
shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.

3.   TRANSFER.

     3.1 GENERAL RESTRICTIONS. The registered Holder of this Purchase Option, by
its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate, or enter into any hedging, short sale, derivative, put, or call
transaction that would result in the effective economic disposition of, this
Purchase Option for a period of one year following the Effective Date to anyone
other than (i) Deutsche Bank or an underwriter or a selected dealer in
connection with the Offering, or (ii) a bona fide officer or partner of Deutsche
Bank or of any such underwriter or selected dealer. On and after the first
anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with the Purchase
Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five (5) business days transfer this
Purchase Option on the books of the Company and shall execute and deliver a new
Purchase Option of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable
hereunder or such portion of such number as shall be contemplated by any such
assignment.

     3.2 RESTRICTIONS IMPOSED BY THE ACT. The securities evidenced by this
Purchase Option shall not be transferred unless and until (i) the Company has
received an opinion of counsel for the Holder that the securities may be
transferred pursuant to an exemption from registration under the Securities Act
of 1933, as amended (the "ACT") and applicable state securities laws, the
availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Bingham McCutchen LLP
shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the Registration
Statement relating to such securities has been filed by the Company and declared
effective by the Securities and Exchange Commission (the "COMMISSION") and
compliance with applicable state securities law has been established.

4.   NEW PURCHASE OPTIONS TO BE ISSUED.

     4.1 PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the number
of Units purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

                                        2


     4.2 LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Purchase Option and
of reasonably satisfactory indemnification or the posting of a bond, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.

5.   REGISTRATION RIGHTS.

     5.1    DEMAND REGISTRATION.

            5.1.1 GRANT OF RIGHT. The Company, upon written demand (the "INITIAL
DEMAND NOTICE") of the Holder(s) of at least 51% in interest of the Purchase
Options and/or the underlying Units and/or the underlying securities (the
"MAJORITY HOLDERS"), agrees to register (the "DEMAND REGISTRATION") under the
Act on one occasion, all of the Purchase Options requested by the Majority
Holders in the Initial Demand Notice and all of the securities underlying such
Purchase Options, including the Units, Common Stock, the Warrants and the Common
Stock underlying the Warrants (collectively, the "REGISTRABLE SECURITIES"). On
such occasion, the Company will file a registration statement for use in an
offering of the Registrable Securities from time-to-time or a post-effective
amendment to the Registration Statement covering all of the Registrable
Securities that will permit an offering of the Registrable Securities from
time-to-time within sixty (60) days after receipt of the Initial Demand Notice
and use its best efforts to have such registration statement or post-effective
amendment declared effective as soon as possible thereafter. The demand for
registration may be made at any time during a period of five (5) years beginning
on the Effective Date. The Initial Demand Notice shall specify the intended
method(s) of distribution of the Registrable Securities. The Company will notify
all holders of the Purchase Options and/or Registrable Securities of the demand
within ten (10) days from the date of the receipt of any such Initial Demand
Notice. Each holder of Registrable Securities who wishes to include all or a
portion of such holder's Registrable Securities in the Demand Registration (each
such holder including shares of Registrable Securities in such registration, a
"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after
the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 5.1.4.

            5.1.2 EFFECTIVE REGISTRATION. A registration will not count as a
Demand Registration until the registration statement filed with the Commission
with respect to such Demand Registration has been declared effective and the
Company has complied with all of its obligations under this Purchase Option with
respect thereto; provided, however, that if, after such registration statement
has been declared effective, the offering of Registrable Securities pursuant to
a Demand Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the registration statement
with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering.

            5.1.3 UNDERWRITTEN OFFERING. If the Majority Holders so elect and
such holders so advise the Company as part of the Initial Demand Notice, the
offering of all or any portion of the Registrable Securities pursuant to such
Demand Registration shall be in the form of one underwritten offering. All
Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Majority
Holders.

            5.1.4 REDUCTION OF OFFERING. If the managing underwriter or
underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding

                                        3


Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell pursuant to the
underwritten offering, taken together with all other shares of Common Stock or
other securities which the Company desires to sell and the shares of Common
Stock, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other stockholders of the
Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of
shares, as applicable, the "MAXIMUM NUMBER OF SHARES"), then the Company shall
include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders that want to
participate in such underwritten offering (pro rata in accordance with the
number of shares that each such Person has requested be included in such
registration, regardless of the number of shares held by each such Person (such
proportion is referred to herein as "PRO RATA")) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (i),
the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; (iii) third, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other securities
registrable pursuant to the terms of the Registration Rights Agreement between
the Company and the initial investors in the Company, dated as of April 11,
2007 (the "REGISTRATION RIGHTS AGREEMENT" and such registrable securities,
the "INVESTOR SECURITIES") as to which "piggy-back" registration has been
requested by the holders thereof, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that
the Maximum Number of Shares have not been reached under the foregoing
clauses (i), (ii), and (iii), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Shares.

            5.1.5 WITHDRAWAL. If a majority-in-interest of the Demanding Holders
disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of
the Demanding Holders may elect to withdraw from such offering by giving written
notice to the Company and the underwriter or underwriters of their request to
withdraw prior to the effectiveness of the registration statement filed with the
Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders elect to withdraw from a proposed offering pursuant to
this Section 5.1.5, then such Demand Registration shall not count as a Demand
Registration as provided for in Section 5.1.

            5.1.6 TERMS. The Company shall bear all fees and expenses attendant
to registering the Registrable Securities, including the expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities, but the Holders shall pay any and all underwriting
commissions. The Company agrees to use reasonable best efforts to qualify or
register the Registrable Securities in such states as are reasonably requested
by the Majority Holder(s); provided, however, that in no event shall the Company
be required to register the Registrable Securities in a state in which such
registration would cause (i) the Company to be obligated to qualify to do
business in such state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal
stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company. The Company shall use its best efforts to cause any
registration statement or post-effective amendment filed pursuant to the demand
rights granted under Section 5.1.1 to remain effective until the expiration of
the Warrants in accordance with the terms and conditions of that certain Warrant
Agreement, dated as of April 11, 2007, between the Company and American Stock
Transfer & Trust Company (the "WARRANT AGREEMENT").

                                        4


            5.1.7 PERMITTED DELAYS. The Company shall be entitled to postpone
the filing of any registration statement under this Section 5.1, if (a) at
any time prior to the filing of such registration statement the Company's
Board of Directors determines, in its good faith business judgment, that such
registration and offering would materially and adversely affect any
financing, acquisition, corporate reorganization, or other material
transaction involving the Company, and (b) the Company delivers to the
Demanding Holders written notice thereof within five (5) business days of the
date of receipt of a request for Demand Registration; provided that all such
periods of postponement may not exceed 45 days during any 365 day period.

     5.2    PIGGY-BACK REGISTRATION.

            5.2.1 PIGGY-BACK RIGHTS. If at any time during the seven (7) year
period commencing on the Effective Date the Company proposes to file a
registration statement under the Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities, by the Company for its own account or
for stockholders of the Company for their account (or by the Company and by
stockholders of the Company including, without limitation, pursuant to Section
5.1), other than a registration statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company's existing stockholders, (iii) for
an offering of debt that is convertible into equity securities of the Company or
(iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon
as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name
of the proposed managing underwriter or underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within five (5) days following
receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company shall cause
such Registrable Securities to be included in such registration and shall use
its best efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an
underwriter or underwriters shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such Piggy-Back
Registration.

            5.2.2 REDUCTION OF OFFERING. If the managing underwriter or
underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as
to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities
hereunder, the Registrable Securities as to which registration has been
requested under this Section 5.2, and the shares of Common Stock, if any, as to
which registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such
registration:

            (a) If the registration is undertaken for the Company's account: (A)
first, the shares of Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; (B)
second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities,
if any, comprised of Registrable Securities and Investor Securities, as to which
registration has been requested

                                        5


pursuant to the applicable written contractual piggy-back registration rights of
such security holders, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (C) third, to the extent that the Maximum Number of shares
has not been reached under the foregoing clauses (A) and (B), the shares of
Common Stock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding the
Maximum Number of Shares;

            (b) If the registration is a "demand" registration undertaken at the
demand of holders of Investor Securities, (A) first, the shares of Common Stock
or other securities for the account of the demanding persons, Pro Rata, that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the shares of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof, that can be sold without exceeding the Maximum Number of
Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares; and

            (c) If the registration is a "demand" registration undertaken at the
demand of persons other than either the holders of Registrable Securities or of
Investor Securities, (A) first, the shares of Common Stock or other securities
for the account of the demanding persons that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the shares of Common
Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), collectively the shares of Common Stock or other securities
comprised of Registrable Securities and Investor Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof and of the
Registration Rights Agreement, as applicable, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.

            5.2.3 WITHDRAWAL. Any holder of Registrable Securities may elect to
withdraw such holder's request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request
to withdraw prior to the effectiveness of the registration statement. The
Company (whether on its own determination or as the result of a withdrawal by
persons making a demand pursuant to written contractual obligations) may
withdraw a registration statement at any time prior to the effectiveness of the
registration statement. Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 5.2.4.

            5.2.4 TERMS. The Company shall bear all fees and expenses attendant
to registering the Registrable Securities, including the expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities. In the event of such a
proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not

                                        6


less than fifteen (15) days written notice prior to the proposed date of filing
of such registration statement. Such notice to the Holders shall continue to be
given for each applicable registration statement filed (during the period in
which the Purchase Option is exercisable) by the Company until such time as all
of the Registrable Securities have been registered and sold. The Holders of the
Registrable Securities shall exercise the "piggy-back" rights provided for
herein by giving written notice, within ten (10) days of the receipt of the
Company's notice of its intention to file a registration statement. The Company
shall cause any registration statement filed pursuant to the above "piggyback"
rights to remain effective for at least nine (9) months from the date that the
Holders of the Registrable Securities are first given the opportunity to sell
all of such securities.

            5.2.5 PERMITTED DELAYS. The Company shall be entitled to postpone
the filing of any registration statement under this Section 5.2, if (a) at
any time prior to the filing of such registration statement the Company's
Board of Directors determines, in its good faith business judgment, that such
registration and offering would materially and adversely affect any
financing, acquisition, corporate reorganization, or other material
transaction involving the Company, and (b) the Company delivers to the
Holders of the Registrable Securities exercising their "piggy-back" rights
written notice thereof within five (5) business days of the date of receipt
by the Company of such requests for Piggy-Back Registration, provided that
all such periods of postponement may not exceed 45 days during any 365 day
period.

     5.3    GENERAL TERMS.

            5.3.1 INDEMNIFICATION. The Company shall indemnify the Holder(s) of
the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), against all loss, claim, damage, expense
or liability (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against litigation,
commenced or threatened, or any claim whatsoever whether arising out of any
action between the underwriter and the Company or between the underwriter and
any third party or otherwise) to which any of them may become subject under the
Act, the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant to
which the Company has agreed to indemnify the underwriters contained in Section
[8] of the Underwriting Agreement between the Company, Deutsche Bank and the
other underwriters named therein dated the Effective Date. The Holder(s) of the
Registrable Securities to be sold pursuant to such registration statement, and
their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including
all reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section
5 of the Underwriting Agreement pursuant to which the underwriters have agreed
to indemnify the Company.

            5.3.2 EXERCISE OF PURCHASE OPTIONS. Nothing contained in this
Purchase Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options or the Warrants underlying such Purchase Options prior to or
after the initial filing of any registration statement or the effectiveness
thereof.

            5.3.3 DOCUMENTS DELIVERED TO HOLDERS. The Company shall furnish to
the Holders participating in any of the foregoing offerings, a signed
counterpart, addressed to the participating

                                        7


Holders, of (i) an opinion of counsel to the Company, dated the effective date
of such registration statement (and, if such registration includes an
underwritten public offering, an opinion dated the date of the closing under any
underwriting agreement related thereto), and (ii) a "cold comfort" letter dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the closing
under the underwriting agreement) signed by the independent public accountants
who have issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to the Holders participating in the offering, the
correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit the Holders, to do such investigation,
upon reasonable advance notice, with respect to information contained in or
omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of the National Association of
Securities Dealers, Inc. ("NASD"). Such investigation shall include access to
books, records and properties and opportunities to discuss the business of the
Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times and as often as the Holders shall reasonably
request. The Company shall not be required to disclose any confidential
information or other records to the Holders, or to any other person, until and
unless such persons shall have entered into reasonable confidentiality
agreements (in form and substance reasonably satisfactory to the Company), with
the Company with respect thereto.

            5.3.4 UNDERWRITING AGREEMENT. The Company shall enter into an
underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this
Section 5, which managing underwriter shall be reasonably acceptable to the
Company. Such agreement shall be reasonably satisfactory in form and substance
to the Company, each Holder and such managing underwriters, and shall contain
such representations, warranties and covenants by the Company and such other
terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Registrable Securities and may, at
their option, require that any or all the representations, warranties and
covenants of the Company to or for the benefit of such underwriters shall also
be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution. Such Holders, however, shall agree to such
covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type used by the
managing underwriter. Further, such Holders shall execute appropriate custody
agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include
securities pursuant to this Section 5. Each Holder shall also furnish to the
Company such information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of such securities as shall be
reasonably required to effect the registration of the Registrable Securities.

            5.3.5 RULE 144 SALE. Notwithstanding anything contained in this
Section 5 to the contrary, the Company shall have no obligation pursuant to
Sections 5.1 or 5.2 for the registration of Registrable Securities held by any
Holder (i) where such Holder would then be entitled to sell under Rule 144 under
the Act ("RULE 144") within any three-month period (or such other period
prescribed under Rule 144 as may be provided by amendment thereof) all of the
Registrable Securities then held by such Holder, and (ii) where the number of
Registrable Securities held by such Holder is within the

                                        8


volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder
were an affiliate within the meaning of Rule 144).

            5.3.6 SUPPLEMENTAL PROSPECTUS. Each Holder agrees, that upon receipt
of any notice from the Company of the happening of any event as a result of
which the prospectus included in the registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, such Holder will
immediately discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such Holder's
receipt of the copies of a supplemental or amended prospectus, and, if so
desired by the Company, such Holder shall deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.

6.   ADJUSTMENTS.

     6.1 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Price and the number of Units underlying the Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:

            6.1.1 STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and
subject to the provisions of Section 6.3 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common
Stock or by a split-up of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock underlying
each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of shares of Common
Stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a two-for-one stock dividend and at the time of such dividend this Purchase
Option is for the purchase of one Unit at $9.60 per whole Unit (each Warrant
underlying the Units is exercisable for $7.20 per share), upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase of
one Unit at $9.60 per Unit, each Unit entitling the holder to receive two shares
of Common Stock and two Warrants (each Warrant exercisable for $3.60 per share).

            6.1.2 EXTRAORDINARY DIVIDEND. If the Company, at any time while this
Purchase Option is outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of Common Stock
(or other shares of the Company's capital stock receivable upon exercise of the
Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4,
(ii) regular quarterly or other periodic dividends, (iii) in connection with the
conversion rights of the holders of Common Stock upon consummation of the
Company's initial Business Combination or (iv) in connection with the Company's
liquidation and the distribution of its assets upon its failure to consummate a
Business Combination (any such non-excluded event being referred to herein as an
"Extraordinary Dividend"), then the Exercise Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Company's
Board of Directors, in good faith) of any securities or other assets paid on
each share of Common Stock in respect of such Extraordinary Dividend.

            6.1.3 AGGREGATION OF SHARES. If after the date hereof, and subject
to the provisions of Section 6.3, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares
of Common Stock or other similar event, then, on the effective

                                        9


date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be decreased in proportion to such decrease in
outstanding shares. In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of
the Units purchasable hereunder shall be adjusted in accordance with the terms
of the Warrants.

            6.1.4 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

            6.1.5 CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase
Option need not be changed because of any change pursuant to this Section, and
Purchase Options issued after such change may state the same Exercise Price and
the same number of Units as are stated in the Purchase Options initially issued
pursuant to this form of Purchase Option. The acceptance by any Holder of the
issuance of new Purchase Options reflecting a required or permissive change
shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.

            6.1.6 ADJUSTMENTS OF WARRANTS. To the extent the price of the
Warrants is lowered pursuant to Section 3.1 of the Warrant Agreement, the price
of the Warrants underlying the Purchase Option shall be reduced on identical
terms, subject to any limitations and conditions that may be imposed by NASD
Corporate Financing Rule 2710 and any such reduction must remain in effect for
at least twenty (20) business days. To the extent the duration of the Warrants
is extended pursuant to Section 3.2 of the Warrant Agreement, the duration of
the Warrants underlying the Purchase Option shall be extended on identical
terms, subject to any limitations that may be imposed by NASD Corporate
Financing Rule 2710.

     6.2 SUBSTITUTE PURCHASE OPTION. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Purchase Option providing that the holder of each
Purchase Option then outstanding or to be outstanding shall have the right
thereafter (until the stated expiration of such Purchase Option) to receive,
upon exercise of such Purchase Option, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger,
by a holder of the number of shares of Common Stock of the Company for which
such Purchase Option might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental Purchase Option

                                       10


shall provide for adjustments which shall be identical to the adjustments
provided in Section 6. The above provision of this Section shall similarly apply
to successive consolidations or mergers.

     6.3 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required
to issue certificates representing fractions of shares of Common Stock or
Warrants upon the exercise of the Purchase Option, nor shall it be required to
issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of Warrants, shares of Common Stock or
other securities, properties or rights.

7. RESERVATION AND LISTING. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options or the Warrants underlying the
Purchase Option, such number of shares of Common Stock or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Purchase Options and payment of
the Exercise Price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any stockholder. The
Company further covenants and agrees that upon exercise of the Warrants
underlying the Purchase Options and payment of the respective Warrant exercise
price therefor, all shares of Common Stock and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder. As long as the Purchase
Options shall be outstanding, the Company shall use its best efforts to cause
all (i) Units and shares of Common Stock issuable upon exercise of the Purchase
Options, (iii) Warrants issuable upon exercise of the Purchase Options and (iv)
shares of Common Stock issuable upon exercise of the Warrants included in the
Units issuable upon exercise of the Purchase Option to be listed (subject to
official notice of issuance) on all securities exchanges (or, if applicable on
the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any successor
trading market) on which the Units, the Common Stock or the Public Warrants
issued to the public in connection herewith may then be listed and/or quoted.

8.   CERTAIN NOTICE REQUIREMENTS.

     8.1 HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent as a stockholder for
the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. If, however, at any time prior to
the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall give written notice of such event at least fifteen (15) days prior
to the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to
each Holder a copy of each notice given to the other stockholders of the Company
at the same time and in the same manner that such notice is given to the
stockholders.

     8.2 EVENTS REQUIRING NOTICE. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Common Stock any additional shares of capital
stock of the Company or securities convertible into or exchangeable for shares

                                       11


of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.

     8.3 NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly after
an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (the "PRICE NOTICE"). The
Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.

     8.4 TRANSMITTAL OF NOTICES. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: (i) if to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company
may designate by notice to the Holders:

     Tailwind Financial Inc.
     BCE Place, 181 Bay Street, Suite 2040
     Toronto, Ontario, Canada M5J 2T3
     Attn: Andrew A. McKay

     with a copy to:

     Bingham McCutchen LLP
     150 Federal Street
     Boston, MA 02110-01726
     Attn: Kevin Barry, Esq.

9.   MISCELLANEOUS.

     9.1 AMENDMENTS. The Company may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company
may deem necessary or desirable and that the Company, in the exercise of
reasonable judgment, determines that it shall not adversely affect the interest
of the Holders. All other modifications or amendments shall require the written
consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.

     9.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

     9.3 ENTIRE AGREEMENT. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     9.4 BINDING EFFECT. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal

                                       12


representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by
virtue of this Purchase Option or any provisions herein contained.

     9.5 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall
for all purposes be deemed to be made under and shall be construed in accordance
with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of
another jurisdiction. The Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably
submit to such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim.
The Company and the Holder agree that the prevailing party(ies) in any such
action shall be entitled to recover from the other party(ies) all of its
reasonable attorneys' fees and expenses relating to such action or proceeding
and/or incurred in connection with the preparation therefor.

     9.6 WAIVER, ETC. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non- fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.

     9.7 EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.

     9.8 UNDERLYING WARRANTS. At any time after exercise by the Holder of this
Purchase Option, the Holder may exchange its Warrants (with an initial exercise
price of $7.20) for Public Warrants (with an initial exercise price of $6.00)
upon payment to the Company of the difference between the exercise price of its
Warrant and the exercise price of the Public Warrants. Any such Public Warrants
and the Common Stock underlying such Public Warrants shall constitute
Registrable Securities.

                                       13


IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
its duly authorized officer as of the 17th day of April, 2007.

                                    TAILWIND FINANCIAL INC.

                                    By:  /s/ Andrew A. McKay
                                       -----------------------------------------
                                    Name: Andrew A. McKay
                                    Title: President and Chief Executive Officer

                                       14


FORM TO BE USED TO EXERCISE PURCHASE OPTION:

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3
Attn: Andrew A. McKay

Date:_________________, 20__

The undersigned hereby elects irrevocably to exercise all or a portion of the
within Purchase Option and to purchase ______________ Units of Tailwind
Financial Inc. and hereby makes payment of $__________ (at the rate of $________
per Unit) in payment of the Exercise Price pursuant thereto. Please issue the
Common Stock and Warrants as to which this Purchase Option is exercised in
accordance with the instructions given below.

or

The undersigned hereby elects irrevocably to convert its right to purchase
__________ Units purchasable under the within Purchase Option by surrender of
the unexercised portion of the attached Purchase Option (with a "Value" based of
$___________ based on a "Market Price" of $____________). Please issue the
securities comprising the Units as to which this Purchase Option is exercised in
accordance with the instructions given below.


                                      ------------------------------------------
                                      NOTICE: The signature to this exercise
                                      notice must correspond with the name as
                                      written upon the face of the purchase
                                      option in every particular, without
                                      alteration or enlargement or any change
                                      whatever.

Signature(s) Guaranteed:


- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15).

                                       15


                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name

      ---------------------------------------------------------------------
                            (Print in Block Letters)

Address

                                       16


FORM TO BE USED TO ASSIGN PURCHASE OPTION:

                                   ASSIGNMENT

    (To be executed by the registered Holder to effect a transfer of the
                            within Purchase Option):

     FOR VALUE RECEIVED, _______________________ does hereby sell, assign and
transfer unto _________________ the right to purchase _______________ Units of
Tailwind Financial Inc. (the "COMPANY") evidenced by the within Purchase Option
and does hereby authorize the Company to transfer such right on the books of the
Company.

Dated:________________, 20__


                                      ---------------------------------------
                                      Signature


                                      ---------------------------------------
                                      NOTICE: The signature to this assignment
                                      must correspond with the name as written
                                      upon the face of the purchase option in
                                      every particular, without alteration or
                                      enlargement or any change whatever.

Signature(s) Guaranteed:


- -----------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15).

                                       17

EX-4.5

                                                                     EXHIBIT 4.5

                                WARRANT AGREEMENT

     This Warrant Agreement (the "AGREEMENT") made as of April 17, 2007 between
Tailwind Financial Inc., a Delaware corporation, with offices at BCE Place, 181
Bay Street, Suite 2040, Toronto, Ontario, Canada M5J 2T3 (the "COMPANY"), and
American Stock Transfer & Trust Company, a New York corporation, with offices at
59 Maiden Lane, New York, New York 10038 (the "WARRANT AGENT").

     WHEREAS, the Company is engaged in a public offering ("PUBLIC OFFERING")
of units of the Company ("UNITS"), each Unit consisting of one share of
common stock of the Company, par value $0.001 per share (the "COMMON STOCK"),
and one warrant exercisable for one share of Common Stock, and in connection
therewith, has determined to issue and deliver up to (i) 14,375,000 warrants
(the "PUBLIC WARRANTS") to the public investors with an exercise price of
$6.00 per warrant, (ii) 4,700,000 warrants (the "FOUNDER WARRANTS") to
Parkwood Holdings Ltd. for $1.00 per warrant, with an exercise price of $6.00
per warrant and (iii) 625,000 warrants to Deutsche Bank Securities Inc.
("DEUTSCHE BANK") or its designees (the "REPRESENTATIVE'S WARRANTS" and,
together with the Public Warrants and the Founder Warrants, the "WARRANTS"),
with an exercise price of $7.20, in each case subject to adjustment as
described herein;

     WHEREAS, the Company has filed with the Securities and Exchange Commission
(the "SEC") a Registration Statement on Form S-1, No. 333-135790 (the
"REGISTRATION STATEMENT"), for the registration, under the Securities Act of
1933, as amended (the "ACT") of, among other securities, the Public Warrants and
the Representative's Warrants and the Common Stock issuable upon exercise of the
Public Warrants and the Representative's Warrants;

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, call, exercise and cancellation of
the Warrants;

     WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

     WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.



2.   WARRANTS.

     2.1. FORM OF WARRANT. Each Warrant shall be issued in registered form only,
shall be in substantially the form of Warrant attached as EXHIBIT A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the President and Assistant Secretary of the Company and
shall bear a facsimile of the Company's seal. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is
issued, it may be issued with the same effect as if he or she had not ceased to
be such at the date of issuance.

     2.2.   EFFECT OF COUNTERSIGNATURE. Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

     2.3.   REGISTRATION.

     2.3.1. WARRANT REGISTER. The Warrant Agent shall maintain books ("WARRANT
REGISTER"), for the registration of original issuance and the registration of
transfers of the Warrants. Upon the initial issuance of the Warrants, the
Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.

     2.3.2. REGISTERED HOLDER. Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register ("REGISTERED HOLDER"), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company
or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.

     2.4. DETACHABILITY OF WARRANTS. The securities comprising the Units will
not be separately transferable until ninety (90) days after the date hereof
unless Deutsche Bank informs the Company of its decision to allow earlier
separate trading, but in no event will Deutsche Bank allow separate trading of
the securities comprising the Units until the Company files a Current Report on
Form 8-K with the SEC which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the Underwriter's
over-allotment option, if the over-allotment option is exercised prior to the
filing of the Form 8-K.

     2.5 FOUNDER WARRANTS AND REPRESENTATIVE'S WARRANTS. The Representative's
Warrants and the Founder Warrants shall have the same terms and be in the same
form as the Public Warrants except (i) with respect to the Warrant Price as set
forth below in Section 3.1 and (ii) the restriction on transfer of the Founder
Warrants pursuant to Section 5.6 of that certain Security Escrow Agreement of
even date herewith (the "ESCROW AGREEMENT").

                                        2


3.   TERMS AND EXERCISE OF WARRANTS

     3.1. WARRANT PRICE. Each Public Warrant and each Founder Warrant shall,
when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Public Warrant or Founder Warrant and of this
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $6.00 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. Each Representative's Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Representative's Warrant and of this Agreement, to purchase from the
Company the number of shares of Common Stock stated therein, at the price of
$7.20 per whole share, subject to the adjustments provided in Section 4 hereof.
The term "WARRANT PRICE" as used in this Agreement refers to the price per share
at which Common Stock may be purchased at the time a Warrant is exercised. The
Company in its sole discretion may lower the Warrant Price at any time prior to
the Expiration Date; provided, however, that any change in the Warrant Price
must apply equally to all of the warrants, except that any amendment to the term
of the Representative's Warrants shall be subject to any limitations and
conditions that may be imposed by NASD Corporate Finance Rule 2710, and provided
further that any reduction in Warrant Price must remain in effect for at least
twenty (20) business days.

     3.2. DURATION OF WARRANTS. A Warrant may be exercised only during the
period ("EXERCISE PERIOD") commencing on the later of (i) the completion of
the initial acquisition by the Company of one or more assets or operating
businesses through a merger, capital stock exchange, asset or stock
acquisition, exchangeable share transaction or other similar business
combination (a "BUSINESS COMBINATION"), and (ii) April 11, 2008 (one year
after the effective date of the Registration Statement), and terminating at
5:00 p.m., New York City time on the earlier to occur of (i) April 11, 2011
or (ii) the date fixed for calling the Warrants as provided in Section 6 of
this Agreement ("EXPIRATION DATE"). Except with respect to the right to
receive the Call Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in
its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that any extension of the duration of the
Warrants must apply equally to all of the Warrants except that any amendment
to the term of the Representative's Warrants shall be subject to any
limitations and conditions that may be imposed by NASD Corporate Finance Rule
2710. Should the Company wish to extend the Expiration Date of the Warrants,
the Company shall provide advance notice to the American Stock Exchange, and
shall, if possible, provide at least two (2) months advance notice to the
American Stock Exchange, but in no event will the Company provide less than
twenty (20) days advance notice of such extension to the American Stock
Exchange.

     3.3.   EXERCISE OF WARRANTS.

     3.3.1. PAYMENT. Subject to the provisions of the Warrant and this
Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the registered holder thereof by surrendering it, at the office of the
Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as

                                        3


set forth in the Warrant, duly executed, and by paying in full, in lawful money
of the United States, in cash, good certified check or good bank draft payable
to the order of the Company (or as otherwise agreed to by the Company), the
Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock; PROVIDED, HOWEVER, that with respect to any
Warrants purchased from the Company during the six-month period following
separate trading of the Warrants included in the Company's Units, in the event
of a call pursuant to Section 6 hereof, such stockholder may pay the Warrant
Price by surrendering his Warrant for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the Warrant, multiplied by the difference
between the Warrant Price and the "FAIR MARKET VALUE" (defined below) by (y) the
Fair Market Value. The "FAIR MARKET VALUE" shall mean the average reported last
sale price of the Common Stock for the ten (10) trading days ending on the 3rd
trading day prior to the date on which the notice of the call is sent to holders
of Warrant pursuant to Section 6 hereof.

     3.3.2. ISSUANCE OF CERTIFICATES. As soon as practicable after the exercise
of any Warrant and the clearance of the funds in payment of the Warrant Price,
the Company shall issue to the registered holder of such Warrant a certificate
or certificates for the number of full shares of Common Stock to which such
holder is entitled, registered in such name or names as may be directed by him,
her or it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant, and
shall have no obligation to settle the Warrant exercise unless a registration
statement under the Act with respect to the Common Stock is effective, subject
to the Company satisfying its obligations under Section 7.4 to use its best
efforts. For the avoidance of doubt, the Company shall not be obligated to
deliver any securities pursuant to the exercise of a Founder Warrant and shall
have no obligation to settle the Founder Warrant exercise unless a registration
statement under the Act with respect to the Common Stock underlying the Public
Warrants is effective. In the event that a registration statement with respect
to the Common Stock underlying a Warrant is not effective under the Act, the
holder of such Warrant shall not be entitled to exercise such Warrant.
Notwithstanding anything to the contrary contained in this Agreement, under no
circumstances will the Company be required to net cash settle the exercise of
the Warrants. Warrants may not be exercised by, or securities issued to, any
registered holder in any jurisdiction in which such exercise would be unlawful.
As a result of the provisions of this Section 3.3.2, any or all of the Warrants
may expire unexercised. In no event shall the registered Holder of a Warrant be
entitled to receive any monetary damages if the Common Stock underlying the
Warrants have not been registered by the Company pursuant to an effective
registration statement or if a current prospectus is available for delivery by
the Warrant Agent, provided the Company has fulfilled its obligation to use its
best efforts to effect such registration and ensure a current prospectus is
available for delivery by the Warrant Agent.

     3.3.3. VALID ISSUANCE. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

                                        4


     3.3.4. DATE OF ISSUANCE. Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.

4.   ADJUSTMENTS.

     4.1. STOCK DIVIDENDS -- SPLIT-UPS. If after the date hereof, and subject to
the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by
a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in outstanding shares of Common Stock.

     4.2. AGGREGATION OF SHARES. If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

     4.3. ADJUSTMENTS IN EXERCISE PRICE. Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted, as provided in
Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

     4.4. REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Sections 4.1 or 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation,

                                        5


or upon a dissolution following any such sale or transfer, that the Warrant
holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Sections 4.1 or 4.2,
then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.

     4.5. NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the Warrant
Price or the number of shares issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company
shall give written notice to each Warrant holder, at the last address set forth
for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

     4.6. NO FRACTIONAL SHARES. Notwithstanding any provision contained in this
Agreement to the contrary, the Company shall not issue fractional shares upon
exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up or down to the nearest whole number the number of
the shares of Common Stock to be issued to the Warrant holder.

     4.7. FORM OF WARRANT. The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.

     4.8. EXTRAORDINARY DIVIDENDS. If the Company, at any time during the
Exercise Period, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of Common Stock (or other shares of the Company's
capital stock into which the Warrants are convertible), other than (w) as
described in Sections 4.1, 4.2 or 4.4, (x) regular quarterly or other periodic
dividends, (y) in connection with the conversion rights of the holders of Common
Stock upon consummation of the Company's initial Business Combination or (z) in
connection with the Company's liquidation and the distribution of its assets
upon its failure to consummate a Business Combination (any such non-excluded
event being referred to herein as an "EXTRAORDINARY DIVIDEND"), then the Warrant
Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as
determined by the Company's Board of Directors, in good faith) of any securities
or other assets paid on each share of Common Stock in respect of such
Extraordinary Dividend.

                                        6


5.   TRANSFER AND EXCHANGE OF WARRANTS.

     5.1. REGISTRATION OF TRANSFER. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

     5.2. PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.

     5.3.   FRACTIONAL WARRANTS. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.

     5.4.   SERVICE CHARGES. No service charge shall be made for any exchange or
registration of transfer of Warrants.

     5.5. WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

     5.6.   RESTRICTIONS. The Founder Warrants may not be sold, transferred,
pledged, hypothecated or assigned until the date which is ninety (90) days
following the consummation of a Business Combination and are subject to the
terms and conditions of the Escrow Agreement.

6.   CALL.

     6.1. CALL. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be called, at the option of the Company, at any time
after they become exercisable and prior to their expiration, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Warrant ("CALL PRICE"), provided that (i) the last sales price of the
Common Stock has been at least $11.50 per share (the "TRIGGER PRICE"), on each
of twenty (20) trading days within any thirty (30) trading day period ending on
the third business day prior to the date on which notice of the call is given
and (ii) the Public Warrants and the Representative's Warrants and the Common
Stock underlying such Warrants are covered by an effective registration
statement and a current prospectus from the beginning of the measurement period
through the date fixed for the call.

                                        7


     6.2. DATE FIXED FOR, AND NOTICE OF, THE CALL. In the event the Company
shall elect to call all of the Warrants, the Company shall fix a date for the
call, which date shall be prior to the expiration of the Warrants (the "CALL
DATE"). Notice of the call shall be mailed by first class mail, postage prepaid,
by the Company not less than thirty (30) days prior to the date fixed for the
call to the registered holders of the Warrants to be called at their last
addresses as they shall appear on the registration books. Any notice mailed in
the manner herein provided shall be conclusively presumed to have been duly
given on the date sent whether or not the registered holder received such
notice. In the event of any adjustment to the Warrant Price or the number of
shares of Common Stock issuable on exercise of each Warrant as provided in
Section 4, a proportional adjustment shall be made to the Trigger Price.

     6.3. EXERCISE AFTER NOTICE OF THE CALL. The Warrants may be exercised, for
cash at any time after notice of the call shall have been given by the Company
pursuant to Section 6.2 hereof and prior to the Call Date. On and after the Call
Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Call Price.

     6.4 OUTSTANDING WARRANTS ONLY. The Company understands that the call rights
provided for in this Section 6 apply only to outstanding Warrants. To the extent
a person holds rights to purchase Warrants, such purchase rights shall not be
extinguished by the call. However, once such purchase rights are exercised, the
Company may call the Warrants issued upon such exercise provided that the
criteria for the call is met.

7.   OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

     7.1. NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.

     7.2. LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

     7.3. RESERVATION OF COMMON STOCK. The Company shall at all times reserve
and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.

     7.4. REGISTRATION OF COMMON STOCK. The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the SEC a post-effective
amendment to the Registration Statement, or a new registration statement, for
the registration, under the Act, of, and it shall take such action as is
necessary to qualify for sale, in those states in which the Public Warrants and
the Representative's Warrants were initially offered by the Company, the Common

                                        8


Stock issuable upon exercise of the Public Warrants and the Representative's
Warrants. In either case, the Company will use its best efforts to cause the
same to become effective on or prior to the commencement of the Exercise Period
and use its best efforts to maintain the effectiveness of such registration
statement and ensure that a current prospectus is on file with the SEC until the
expiration of the Warrants in accordance with the provisions of this Agreement;
provided, however, that the Company shall not be obligated to deliver
securities, and shall not have penalties for failure to deliver securities, if a
registration statement is not effective or a current prospectus is not on file
with the SEC at the time of exercise by the holder. The provisions of this
Section 7.4 may not be modified, amended or deleted without prior written
consent of Deutsche Bank.

     7.5. DELIVERY OF PROSPECTUS OR NOTICE. Upon the exercise of any Warrant, if
the Company requests, the Warrant Agent shall deliver to the Holder of such
Warrant, prior to or concurrently with the delivery of the Shares issued upon
such exercise, in accordance with the Company's request, either (i) a prospectus
relating to the Shares deliverable upon exercise of Warrants and complying in
all material respects with the Securities Act or (ii) the notice referred to in
Rule 173 under the Securities Act.

8.   CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

     8.1. PAYMENT OF TAXES. The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

     8.2.   RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

     8.2.1. APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days'
notice in writing to the Company. If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County
of New York for the appointment of a successor Warrant Agent at the Company's
cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State
of New York in good standing and having its principal office in the Borough of
Manhattan City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or
state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of
its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an

                                        9


instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

     8.2.2. NOTICE OF SUCCESSOR WARRANT AGENT. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

     8.2.3. MERGER OR CONSOLIDATION OF WARRANT AGENT. Any corporation into which
the Warrant Agent may be merged or with which it may be consolidated or any
corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.

     8.3.   FEES AND EXPENSES OF WARRANT AGENT.

     8.3.1. REMUNERATION. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.

     8.3.2. FURTHER ASSURANCES. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

     8.4.   LIABILITY OF WARRANT AGENT.

     8.4.1. RELIANCE ON COMPANY STATEMENT. Whenever in the performance of its
duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a statement signed by the Chief
Executive Officer or Chairman of the Board of Directors of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.

     8.4.2. INDEMNITY. The Warrant Agent shall be liable hereunder only for its
own negligence, willful misconduct or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or
omitted by the Warrant Agent in the execution of this Agreement except as a
result of the Warrant Agent's negligence, willful misconduct, or bad faith.

     8.4.3. EXCLUSIONS. The Warrant Agent shall have no responsibility with
respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any

                                       10


covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.

     8.5. ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.

     8.6. WAIVER. The Warrant Agent hereby waives any and all right, title,
interest or claim of any kind ("CLAIM") in or to any distribution of the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated
as of the date hereof, by and between the Company and the Warrant Agent as
trustee thereunder), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.

9.   MISCELLANEOUS PROVISIONS.

     9.1. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.

     9.2. NOTICES. Any notice, consent or request to be given in connection with
any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile transmission:

if to the Warrant Agent, to:

     American Stock Transfer & Trust Company
     59 Maiden Lane, Plaza Level
     New York, NY 10038
     Attn: Herbert Lemmer
     Fax: 718-331-1852

if to the Company, to:

     Tailwind Financial Inc.
     BCE Place, 181 Bay Street, Suite 2040
     Toronto, Ontario, Canada M5J 2T3
     Attn: Andrew A. McKay
     Fax:  416-601-2423

                                       11


in either case with a copy to:

     Bingham McCutchen LLP
     150 Federal Street
     Boston, MA 02110-01726
     Attn: Kevin Barry, Esq.
     Fax: (617) 951-8736

     9.3. APPLICABLE LAW. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any such process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 9.2 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim.

     9.4. PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants and, for the purposes of Sections 2.5, 6.1, 6.4, 7.4 and 9.2 hereof,
Deutsche Bank, any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof.
Deutsche Bank shall be deemed to be a third-party beneficiary of this Agreement
with respect to Sections 2.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto (and Deutsche
Bank with respect to the Sections 2.5, 6.1, 6.4, 7.4 and 9.2 hereof) and their
successors and assigns and of the registered holders of the Warrants.

     9.5. EXAMINATION OF THE AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

     9.6. COUNTERPARTS. This Agreement may be executed in any number of
original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

     9.7. EFFECT OF HEADINGS. The section headings herein are for convenience
only and are not part of this Agreement and shall not affect the interpretation
hereof.

     9.8. AMENDMENTS. This Agreement may be amended by the parties hereto
without the consent of any registered holder for the purpose of curing any
ambiguity, or curing, correcting or

                                       12


supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this
Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All
other modifications or amendments, including, but not limited to, any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the
written consent of each of Deutsche Bank and the registered holders of a
majority of the then outstanding Warrants. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise
Period in accordance with Sections 3.1 and 3.2 without such consent.

                  [remainder of page intentionally left blank]

                                       13


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                TAILWIND FINANCIAL INC.


                                By: /s/ Andrew A. McKay
                                   -----------------------------------------
                                   Name: Andrew A. McKay
                                   Title:  President and Chief Executive Officer

                                AMERICAN STOCK TRANSFER & TRUST COMPANY

                                By: /s/ Herbert Lemmer
                                   -----------------------------------------
                                   Name: Herbert Lemmer
                                   Title: Vice President

EX-4.6

                                                                     EXHIBIT 4.6

                           SECURITIES ESCROW AGREEMENT

     SECURITIES ESCROW AGREEMENT, dated as of April 17, 2007 (the
"AGREEMENT"), by and among TAILWIND FINANCIAL INC., a Delaware corporation (the
"COMPANY"), each of the holders of securities of the Company set forth on
EXHIBIT A, annexed hereto (collectively the "INITIAL HOLDERS") and AMERICAN
STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "ESCROW AGENT").

     WHEREAS, the Company has entered into an Underwriting Agreement, dated
April 11, 2007 (the "UNDERWRITING Agreement"), with Deutsche Bank Securities
Inc. ("DEUTSCHE BANK") acting as representative of the several underwriters
(collectively, the "UNDERWRITERS"), pursuant to which, among other matters,
the Underwriters have agreed to purchase 12,500,000 units (the "UNITS") of
the Company. Each Unit consists of one share of the Company's common stock,
par value $.001 per share (the "COMMON STOCK"), and one warrant (the
"WARRANT") exercisable to purchase one share of Common Stock, all as more
fully described in the Company's final Prospectus, dated April 11, 2007
comprising part of the Company's Registration Statement on Form S-1 (File
No. 333-135790) under the Securities Act of 1933, as amended (the "REGISTRATION
STATEMENT"), declared effective on April 11, 2007 (the "EFFECTIVE DATE");

     WHEREAS, certain of the Initial Holders (the "COMMON HOLDERS") have agreed
as a condition of the Underwriters' purchase of the Units to deposit their
shares of Common Stock of the Company, as set forth opposite their respective
names on EXHIBIT A attached hereto as well as any shares of Common Stock issued
or issuable upon exercise of the Escrow Warrants (collectively "ESCROW SHARES"),
in escrow as hereinafter provided;

     WHEREAS, certain of the Initial Holders (the "WARRANT HOLDERS") have agreed
as a condition of the Underwriters' purchase of the Units to purchase 4,700,000
Warrants for $1.00 per Warrant (the "ESCROW WARRANTS" and collectively with the
Escrow Shares, the "ESCROW SECURITIES")) immediately prior to and subject to the
date (the "CLOSING DATE") of the closing (the "CLOSING") of the Company's
initial public offering (the "OFFERING") and to deposit such Escrow Warrants as
set forth opposite their respective names on EXHIBIT A in escrow as hereinafter
provided; and

     WHEREAS, the Company and the Initial Holders desire that the Escrow Agent
accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter
provided.

     IT IS AGREED:

1.   APPOINTMENT OF ESCROW AGENT. The Company and the Initial Holders hereby
appoint the Escrow Agent to act in accordance with and subject to the terms of
this Agreement and the Escrow Agent hereby accepts such appointment and agrees
to act in accordance with and subject to such terms.

2.   DEPOSIT OF ESCROW SECURITIES.



     2.1.    ESCROW SHARES. On or before the Effective Date, each of the Common
Holders shall deliver to the Escrow Agent certificates representing his or its
respective Escrow Shares, to be held and disbursed subject to the terms and
conditions of this Agreement. Each Common Holder acknowledges that the
certificate representing his Escrow Shares is legended to reflect the deposit of
such Escrow Shares under this Agreement.

     2.2.    ESCROW WARRANTS. Promptly following the purchase of the Escrow
Warrants, each Warrant Holder shall deliver to the Escrow Agent the Escrow
Warrants to be held and disbursed subject to the terms and conditions of this
Agreement. Each such Warrant Holder acknowledges that the Escrow Warrants are
legended to reflect the deposit of the Escrow Warrants under this Agreement.

3.   DISBURSEMENT OF THE ESCROW SECURITIES.

     3.1.    ESCROW SHARES. The Escrow Agent shall hold the Escrow Shares
until the first anniversary of the consummation of a "BUSINESS COMBINATION"
(as defined in the Registration Statement) (such period, the "ESCROW SHARE
PERIOD"). On such first anniversary, the Escrow Agent shall, upon written
instructions from each Common Holder, disburse each Common Holder's Escrow
Shares to such Common Holder; provided, however, that if the Underwriters do
not exercise their over-allotment option in full, up to 468,750 of the
Escrow Shares shall be released to the Company upon written instruction from
the Company and; shall thereafter be cancelled; provided further, however,
that in the event that the Closing does not occur, then the Escrow Agent
shall promptly release the Escrow Shares to the Common Holders; provided
further, however, that if a Common Holder does not provide written
instructions within ninety days after the consummation of a Business
Combination, then the Escrow Agent shall deliver such Common Holder's Escrow
Shares to the care of the Company; provided further, however, that if the
Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that
the Company has been liquidated at any time during the Escrow Share Period,
then the Escrow Agent shall promptly destroy the certificates representing
the Escrow Shares; provided further, however, that if, after the Company
consummates a Business Combination and the Company or the surviving entity of
such Business Combination subsequently consummates a liquidation, merger,
stock exchange or other similar transaction which results in any of the
security holders of the Company or such entity having the right to exchange
their securities for cash, securities or other property, then the Escrow
Agent will, upon receipt of a certificate, executed by the Chief Executive
Officer or Chief Financial Officer of the Company, in form reasonably
acceptable to the Escrow Agent, that such transaction is then being
consummated, release the Escrow Shares to the Common Holders immediately
prior and subject to consummation of the transaction so that they can
similarly participate. The Escrow Agent shall have no further duties
hereunder with respect to the Escrow Shares after the disbursement or
destruction of the Escrow Shares in accordance with this Section 3.1.

     3.2.    ESCROW WARRANTS. The Escrow Agent shall hold the Escrow Warrants
and the shares of Common Stock issued upon exercise of the Escrow Warrants (if
any) until the date which is ninety (90) days following the consummation of a
Business Combination (such period, the "ESCROW WARRANT PERIOD"). On such 90th
day, the Escrow Agent shall, upon written instructions from each Warrant Holder,
disburse each Warrant Holder's Escrow Warrants (or shares of Common Stock issued
upon exercise thereof, if any) to such Warrant Holder; provided, however, that
if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof
that the Company has been liquidated at any time during the Escrow Warrant
Period, then the Escrow

                                        2


Agent shall promptly destroy the Escrow Warrants (and the certificates
representing the shares of Common Stock issued upon exercise thereof, if any);
provided further, however, that if a Warrant Holder does not provide written
instructions, then the Escrow Agent shall deliver such Warrant Holder's Escrow
Warrants to the care of the Company; provided further, however, that if, after
the Company consummates a Business Combination and the Company or the surviving
entity of such Business Combination subsequently consummates a liquidation,
merger, stock exchange or other similar transaction which results in any of the
security holders of the Company or such entity having the rights to exchange
their securities for cash, securities or other property, then the Escrow Agent
will, upon receipt of a certificate, executed by the Chief Executive Officer or
Chief Financial Officer of the Company, in form reasonably acceptable to the
Escrow Agent, that such transaction is then being consummated, release the
Escrow Warrants (and the shares of Common Stock issued upon exercise thereof, if
any) to the Warrant Holders immediately prior and subject to consummation of the
transaction so that they can similarly participate. The Escrow Agent shall have
no further duties hereunder with respect to the Escrow Warrants or shares of
Common Stock issued upon exercise thereof, if any, after the disbursement or
destruction of the Escrow Warrants and/or such shares in accordance with this
Section 3.2.

4.   RIGHTS OF INITIAL HOLDERS IN ESCROW SHARES AND ESCROW WARRANTS.

     4.1.    RIGHTS AS A SECURITY HOLDER. Subject to the terms of their
respective Insider Letters as described in Section 4.4 hereof and except as
herein provided, (i) each Common Holder shall retain all of its rights as a
stockholder of the Company during the Escrow Share Period, including without
limitation, the right to vote Common Stock and (ii) each Warrant Holder shall
retain its rights under the Warrant, but shall have no rights as a stockholder
of the Company prior to exercise of the Warrant.

     4.2.    DIVIDENDS AND OTHER DISTRIBUTIONS IN RESPECT OF THE ESCROW SHARES.
During the Escrow Share Period with respect to the Escrow Shares, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Common
Holders, but all dividends payable in stock or other non-cash property (the
"NON-CASH DIVIDENDS") shall be delivered to the Escrow Agent to hold in
accordance with the terms hereof. As used herein, the terms "ESCROW SHARES"
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

     4.3.    RESTRICTIONS ON TRANSFER. During the Escrow Share Period, no sale,
transfer or other disposition (a "TRANSFER") may be made of any or all of the
Escrow Shares, and during the Escrow Warrant Period, no Transfer may be made of
any or all of the Escrow Warrants, in each case by an Initial Holder except (i)
by gift to a member of the Initial Holder's immediate family for estate planning
purposes or to a trust, the beneficiary of which is the Initial Holder or a
member of the Initial Holder's immediate family, (ii) by virtue of the laws of
descent and distribution upon death of the Initial Holder, or (iii) pursuant to
a qualified domestic relations order; PROVIDED, HOWEVER, that such permitted
Transfers may be implemented only upon the respective transferee's written
agreement to be bound by the terms and conditions of this Agreement and of the
Insider Letter signed by the Initial Holder transferring the Escrow Securities.
During: (A) the Escrow Share Period, no Common Holder shall pledge or grant a
security interest in his or its Escrow Shares or grant a security interest in
his or its rights under this Agreement; and (B) the Escrow Warrant Period, no
Warrant Holder shall pledge or grant a

                                        3


security interest in his or its Escrow Warrants or grant a security interest in
his or its rights under this Agreement.

     4.4.    INSIDER LETTERS. Each of the Initial Holders has executed a letter
agreement with the Company, dated as indicated on EXHIBIT A hereto, and which is
filed as an exhibit to the Registration Statement (the "INSIDER LETTER"),
respecting the rights and obligations of such Initial Holders in certain events,
including but not limited to the liquidation of the Company.

5.   CONCERNING THE ESCROW AGENT.

     5.1.    GOOD FAITH RELIANCE. The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper party or parties and,
if the duties or rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto.

     5.2.    INDEMNIFICATION. The Escrow Agent shall be indemnified and held
harmless by the Company from and against any expenses, including counsel fees
and disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other
than expenses or losses arising from the gross negligence or willful misconduct
of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall notify the other parties hereto in writing. In the event of
the receipt of such notice, the Escrow Agent, in its sole discretion, may
commence an action in the nature of interpleader in an appropriate court to
determine ownership or disposition of the Escrow Securities or it may deposit
the Escrow Securities with the clerk of any appropriate court or it may retain
the Escrow Securities pending receipt of a final, non-appealable order of a
court having jurisdiction over all of the parties hereto directing to whom and
under what circumstances the Escrow Securities are to be disbursed and
delivered. The provisions of Sections 5.2 and 5.7 shall survive in the event the
Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

     5.3.    COMPENSATION. The Escrow Agent shall be entitled to compensation
from the Company in accordance with SCHEDULE I hereto for all services rendered
by it hereunder.

     5.4.    FURTHER ASSURANCES. From time to time on and after the date hereof,
the Company and the Initial Holders shall deliver or cause to be delivered to
the Escrow Agent such further documents and instruments and shall do or cause to
be done such further acts as the Escrow Agent shall reasonably request to carry
out more effectively the provisions and purposes of this

                                        4


Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.

     5.5.    RESIGNATION. The Escrow Agent may resign at any time and be
discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company, the Escrow Securities held hereunder. If no new escrow
agent is so appointed within the sixty (60) day period following the giving of
such notice of resignation, the Escrow Agent may submit an application to
deposit the Escrow Securities with the United States District Court for the
Southern District of New York, provided the Escrow Agent provides notice of such
deposit to the Company and the Initial Holders in accordance with Section 6.5
hereof.

     5.6.    DISCHARGE OF ESCROW AGENT. The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5.

     5.7.    LIABILITY. Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.

     5.8.    WAIVER. The Escrow Agent hereby waives any and all right, title,
interest or claim of any kind ("CLAIM") in or to any distribution of the Trust
Account (as defined in that certain Investment Management Trust Agreement, dated
as of the date hereof, by and between the Company and the Escrow Agent as
trustee thereunder), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.

6.   MISCELLANEOUS.

     6.1.    GOVERNING LAW AND CONSENT TO JURISDICTION. This Agreement shall for
all purposes be deemed to be made under and shall be construed in accordance
with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of
another jurisdiction. The parties hereto agree that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably
submit to such jurisdiction, which jurisdiction shall be exclusive. The parties
hereby waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.

     6.2.    THIRD PARTY BENEFICIARIES. Each of the Initial Holders hereby
acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of Deutsche Bank.

     6.3.    ENTIRE AGREEMENT. This Agreement and the Insider Letters and
Warrants as referenced herein contain the entire agreement of the parties hereto
with respect to the subject

                                        5


matter hereof and, except as expressly provided herein, may not be changed or
modified except by an instrument in writing signed by all parties to this
Agreement. The Agreement may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.

     6.4.    HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation hereof.

     6.5.    BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the respective parties hereto and their legal representatives,
successors and permitted assigns.

     6.6.    NOTICES. Any notice or other communication required or which may be
given hereunder shall be in writing and either be delivered personally or be
mailed, certified or registered mail, or by private national courier service,
return receipt requested, postage prepaid, and shall be deemed given when so
delivered personally, if mailed, two days after the date of mailing, or if sent
by national courier service, one business day after being sent, in each case as
follows:

     If to the Company, to:

             Tailwind Financial Inc.
             BCE Place, 181 Bay Street, Suite 2040
             Toronto, Ontario, Canada M5J 2T3
             Attn: Andrew A. McKay
             Fax: (416) 601-2423

     If to a Stockholder, to his address set forth in EXHIBIT A.

     If to the Escrow Agent, to:

             American Stock Transfer & Trust Company
             59 Maiden Lane, Plaza Level
             New York, NY 10038
             Attn: Herbert J. Lemmer
             Fax: (718) 331-1852

     A copy of any notice sent hereunder shall be sent to each of:

             Bingham McCutchen LLP
             150 Federal Street
             Boston, MA 02110-01726
             Attn: Kevin M. Barry, Esq.
             Fax: (617) 951-8736

             Deutsche Bank Securities Inc.
             60 Wall Street, NYC60-1001
             New York, NY 10005

                                        6


             Attn: Syndicate Manager
             Fax: (212) 797-9344

             Skadden, Arps, Slate, Meagher & Flom LLP
             300 South Grand Avenue
             Los Angeles, CA 90071
             Attn: Gregg A. Noel, Esq.
             Fax: (213) 687-5600

     The parties may change the persons and addresses to which the notices or
other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.

     6.7.    LIQUIDATION OF THE COMPANY. The Company shall give the Escrow Agent
written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Registration Statement.

                  [Remainder of Page Left Blank Intentionally]

                                        7


IN WITNESS WHEREOF, the parties have duly executed this Security Escrow
Agreement as of the date first written above.

                                    TAILWIND FINANCIAL INC.

                                    By:  /s/ Andrew A. McKay
                                         -----------------------------
                                    Name: Andrew A. McKay
                                    Title: Chief Executive Officer and President

                                    INITIAL HOLDERS:

                                    TFC HOLDINGS LTD.

                                    By:  /s/ Andrew A. McKay
                                         -----------------------------
                                    Name: Andrew A. McKay
                                    Title: Chief Executive Officer

                                    PARKWOOD HOLDINGS LTD.

                                    By:  /s/ Andrew A. McKay
                                         -----------------------------
                                    Name: Andrew A. McKay
                                    Title: Chief Executive Officer

                                    ESCROW AGENT:

                                    AMERICAN STOCK TRANSFER & TRUST
                                    COMPANY

                                    By:  /s/ Herbert J. Lemmer
                                         -----------------------------
                                    Name:  Herbert J. Lemmer
                                    Title:  Vice President


                                        8


                                    EXHIBIT A



                          Number of
                          Shares of     Stock           Number       Warrant           Date of
Name and Address of       Common        Certificate     of           Certificate       Insider
Initial Holder            Stock         Number          Warrants     Number            Letter
- ---------------------------------------------------------------------------------------------------
                                                                     

TFC HOLDINGS LTD.         3,593,750         1                   0       N/A          April 17, 2007
BCE Place
181 Bay Street
Suite 2040
Toronto, Ontario
Canada
M5J 2T3

PARKWOOD HOLDINGS LTD.            0        N/A          4,700,000        1           April 17, 2007
BCE Place
181 Bay Street
Suite 2040
Toronto, Ontario
Canada
M5J 2T3





               SCHEDULE I - ESCROW AGENT FEES FOR ESCROW SERVICES


                      $3,000 plus out-of-pocket expenses

EX-10.1

                                                                    EXHIBIT 10.1


                      INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of April 17, 2007 by and between TAILWIND
FINANCIAL INC. (the "COMPANY") and AMERICAN STOCK TRANSFER & TRUST COMPANY
("TRUSTEE").

     WHEREAS, the Company's Registration Statement on Form S-1, No. 333-135790
("REGISTRATION STATEMENT"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof by the Securities and
Exchange Commission ("EFFECTIVE DATE");

     WHEREAS, Deutsche Bank Securities Inc. ("DEUTSCHE BANK") is acting as the
representative of the underwriters in the IPO (collectively with Deutsche Bank,
the "UNDERWRITERS");

     WHEREAS, as described in the Registration Statement, and in accordance with
the Company's Amended and Restated Certificate of Incorporation, $100,000,000
($114,400,000 if the Underwriters' over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account for
the benefit of the Company and the holders of the Company's common stock issued
in the IPO. The amount to be delivered to the Trustee will be referred to herein
as the "PROPERTY," the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the "PUBLIC STOCKHOLDERS," and the Public
Stockholders and the Company will be referred to together as the
"BENEFICIARIES");

     WHEREAS, pursuant to the Underwriting Agreement, dated as of April 11,
2007, between the Company and Deutsche Bank, a portion of the Property equal
to $3,000,000 (or $3,450,000 if the Underwriters' over-allotment option is
exercised in full) is attributable to the Underwriters' fees, which amounts
the Underwriters have agreed to deposit in the Trust Account (defined below)
and which will be paid from the Trust Account to the Underwriters upon the
consummation of a business combination (as such term is defined in the
Registration Statement; hereinafter a "BUSINESS COMBINATION"); and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.

IT IS AGREED:

1.   AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and
covenants to:

     (a)  Hold the Property in trust for the Beneficiaries in accordance with
the terms of this Agreement in a segregated trust account ("TRUST ACCOUNT")
established by the Trustee at a branch of JPMorgan Chase selected by the
Trustee;

     (b)  Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;



     (c)  In a timely manner, upon the written instruction of the Company,
invest and reinvest the Property in any United States "government security"
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940
(the "1940 ACT"), having a maturity of one hundred and eighty (180) days or less
or in money market funds selected by the Company meeting the conditions of Rule
2a-7 promulgated under the 1940 Act;

     (d)  Collect and receive, when due, all principal and income arising from
the Property, which income, net of taxes, shall become part of the "Property,"
as such term is used herein;

     (e)  Promptly notify the Company of all communications received by it with
respect to the Property;

     (f)  Promptly supply any information or documents as may be requested by
the Company in connection with the Company's preparation of the tax returns for
the Trust Account or otherwise;

     (g)  Participate in any plan or proceeding for protecting or enforcing any
right or interest arising from the Property if, as and when instructed by the
Company and/or Deutsche Bank to do so;

     (h)  Render to the Company, and to such other person as the Company may
instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account;

     (i)  Until such time as the Trustee shall have disbursed an aggregate
amount equal to $1,600,000 to the Company (net of any income or other tax
obligations payable by the Company relating to the income from the Property
in the Trust, the amount of such tax obligations to be determined by the
Company), the Trustee shall upon receipt from the Company of a written
request disburse to the Company, on or about the first business day of each
calendar month, the amount specified by the Company as representing interest
income earned and collected in the Trust Account (including any amounts
needed for the payment of taxes). Following such time as the Trustee shall
have disbursed an amount equal to $1,600,000 to the Company (net of any
income or other tax obligations relating to the income from the Property in
the Trust, the amount of such tax obligations to be determined by the
Company), if there is any income or other tax obligation payable by the
Company relating to the income from the Property in the Trust Account as
determined by the Company, then, from time to time, at the written
instruction of the Company, the Trustee shall promptly (i) disburse to the
Company by wire transfer the amount indicated by the Company as owing in
respect of such income tax obligation, to the extent there is cash available
in the Trust Account for the payment of such tax obligation, and (ii) to the
extent there is not sufficient cash in the Trust Account to pay such tax
obligation, liquidate such assets held in the Trust Account as shall be
designated by the Company in writing, and disburse to the Company by wire
transfer, out of the Property in the Trust Account, the balance of the amount
indicated by the Company as owing in respect of such income tax obligation;

     (j)  Upon written instructions from the Company, deliver to the Company or
to such governmental entity or taxing authority as the Company shall direct, on
a quarterly basis, from the Property in the Trust Account, an amount equal to
the taxes payable by the Company, if any, relating to interest earned on the
Property; and

     (k)  Commence liquidation of the Trust Account promptly after receipt of
and only in accordance with the terms of a letter ("TERMINATION LETTER"), in
a form substantially similar to that attached hereto as either EXHIBIT A or
EXHIBIT B, signed on behalf of the Company by its Chief Executive Officer,
and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed in the Termination Letter and the other
documents referred to therein; PROVIDED, HOWEVER, that in the event that a
Termination Letter has not been received by October 17, 2008 (or the date
that is six months following such date, in the event that a letter of intent,
agreement in principle or definitive agreement has been executed prior to
such date in connection with a Business Combination (as defined in the
Termination Letter attached hereto as Exhibit A) that has not been
consummated by April 17, 2009), the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached
as EXHIBIT B to the stockholders of record on the record date; PROVIDED,
FURTHER, that the record date shall be within ten (10) days of October 17,
2008 (or the date that is six months following such date, in the event that a
letter of intent, agreement in principle or definitive agreement has been
executed prior to such date in connection with a Business Combination that
has not been consummated by April 17, 2009), or as soon thereafter as is
practicable. In all cases, the Trustee shall provide Deutsche Bank with a
copy of any Termination letter and/or any other correspondence that it
receives with respect to any proposed withdrawal from the Trust Account
promptly after it receives the same.

                                        2


     (k)  No distributions from the Trust Account shall be permitted except in
accordance with paragraphs 1(i), 1(j) and 1(k) hereof.

2.   AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and
covenants to:

     (a)  Give all instructions to the Trustee hereunder in writing, signed by
the Company's Chief Executive Officer or Chairman of the Board. In addition,
except with respect to its duties under paragraph 1(k) above, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it in good faith believes to be given by
any one of the persons authorized above to give written instructions, provided
that the Company shall promptly confirm such instructions in writing;

     (b)  Hold the Trustee harmless and indemnify the Trustee from and against
any and all expenses, including reasonable counsel fees and disbursements, or
loss suffered by the Trustee in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income
earned from investment of the Property, except for expenses and losses resulting
from the Trustee's gross negligence or willful misconduct. Promptly after the
receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of
such claim (hereinafter referred to as the "INDEMNIFIED CLAIM"). The Trustee
shall have the right to conduct and manage the defense against such Indemnified
Claim, provided, that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;

     (c)  Pay the Trustee an initial acceptance fee of $1,000 and an annual fee
of $3,000 (it being expressly understood that the Property shall not be used to
pay such fee). The Company shall pay the Trustee the initial acceptance fee and
first year's fee at the consummation of the IPO and thereafter on the
anniversary of the Effective Date. The Trustee shall refund to the Company the
fee (on a pro rata basis) with respect to any period after the liquidation of
the Trust Fund. The Company shall not be responsible for any other fees or
charges of the Trustee except as may be provided in paragraph 2(b) hereof (it
being expressly understood that the Property shall not be used to make any
payments to the Trustee under such paragraph);

     (d)  Provide to the Trustee any letter of intent, agreement in principle
or definitive agreement that is executed prior to October 17, 2008 in
connection with a Business Combination; and

     (e)  In connection with any vote of the Company's stockholders regarding a
Business Combination, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company's stockholders regarding such Business Combination.

3.   LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or
liability to:

                                        3


     (a)  Take any action with respect to the Property, other than as directed
in paragraph 1 hereof and the Trustee shall have no liability to any party under
this Agreement except for liability arising out of its own gross negligence or
willful misconduct;

     (b)  Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received written instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay
any expenses incident thereto;

     (c)  Change the investment of any Property, other than in compliance with
paragraph 1(c);

     (d)  Refund any depreciation in principal of any Property;

     (e)  Assume that the authority of any person designated by the Company to
give instructions hereunder shall not be continuing unless provided otherwise in
such designation, or unless the Company shall have delivered a written
revocation of such authority to the Trustee;

     (f)  The other parties hereto or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written
consent thereto; or

     (g)  Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration
Statement.

4.   TERMINATION. This Agreement shall terminate as follows:

     (a)  If the Trustee gives written notice to the Company that it desires to
resign under this Agreement, the Company shall use its reasonable efforts to
locate a successor trustee. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; PROVIDED, HOWEVER, that
in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee
may, upon written notice to the Company, submit an application to have the

                                        4


Property deposited with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever that arises due to any actions or omissions to act by any
party after such deposit; or

     (b)  At such time that the Trustee has completed the liquidation of the
Trust Account in accordance with the provisions of paragraph 1(k) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to paragraph 2(b).

5.   MISCELLANEOUS.

     (a)  The Company and the Trustee each acknowledge that the Trustee will
follow the security procedures set forth below with respect to funds transferred
from the Trust Account. Upon receipt of written instructions, the Trustee will
confirm such instructions with an Authorized Individual at an Authorized
Telephone Number listed on the attached EXHIBIT C. The Company and the Trustee
will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other
identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
rather than names. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers provided.

     (b)  This Agreement may be executed by facsimile and in several
counterparts, which together shall constitute but one instrument.

     (c)  This Agreement contains the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof. This Agreement or any
provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided that such action shall not materially
adversely affect the interests of the Public Stockholders. Any other change,
waiver, amendment or modification to this Agreement shall be subject to approval
by a majority of the Public Stockholders. As to any claim, cross-claim or
counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury.

     (d)  This Agreement shall for all purposes be deemed to be made under and
shall be construed in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The parties hereto
agree that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District
of New York, and irrevocably submit to such jurisdiction, which jurisdiction
shall be exclusive. The parties hereby waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.

     (e)  Any notice, consent or request to be given in connection with any of
the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar

                                        5


private courier service, by certified mail (return receipt requested), by hand
delivery or by facsimile transmission:

   if to the Trustee, to:

   American Stock Transfer & Trust Company
   59 Maiden Lane, Plaza Level
   New York, NY 10038
   Attn: Herb Lemmer
   Fax: (718) 331-1852

   if to the Company, to:

   Tailwind Financial Inc.
   BCE Place, 181 Bay Street, Suite 2040
   Toronto, Ontario, Canada M5J 2T3
   Attn: Andrew A. McKay
   Fax: (416) 601-2423

   in either case with a copy to:

   Bingham McCutchen LLP
   150 Federal Street
   Boston, MA 02110-01726
   Attn: Kevin Barry, Esq.
   Fax: (617) 951-8736

   if to Deutsche Bank, to:

   Deutsche Bank Securities Inc.
   60 Wall Street, NYC60-1001
   New York, NY 10005
   Attn: Syndicate Manager
   Fax: (212) 797-9344

   with a copy to:

   Skadden, Arps, Slate, Meagher & Flom LLP
   300 South Grand Avenue
   Los Angeles, CA 90071
   Attn: Gregg A. Noel, Esq.
   Fax: (213) 687-5600

     (f)  This Agreement may not be assigned by the Trustee without the prior
written consent of the Company.

     (g)  The obligations and rights contained in paragraph 2(b) herein will
survive the termination of this Agreement.

                                        6


     (h)  Each of the Trustee and the Company hereby represents that it has the
full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against,
and waives any and all right, title, interest or claim of any kind, in or to any
distribution of the Trust Account, including by way of set-off, and shall not be
entitled to any funds in, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any claim against, the Trust Account under any
circumstance.

     (i)  The Trustee hereby consents to the inclusion of American Stock
Transfer & Trust Company in the Registration Statement and other materials
relating to the IPO.

     (j)  Deutsche Bank shall be a third party beneficiary of this Agreement.

                  [remainder of page intentionally left blank]

                                        7


IN WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust Agreement as of the date first written above.


                                  AMERICAN STOCK TRANSFER &
                                  TRUST COMPANY, AS TRUSTEE


                                  By: /s/ Herbert Lemmer
                                      --------------------------------------
                                  Name: Herbert Lemmer
                                  Title: Vice President


                                  TAILWIND FINANCIAL INC.


                                  By: /s/ Andrew A. McKay
                                      --------------------------------------
                                  Name: Andrew A. McKay
                                  Title: President and Chief Executive Officer

                                        8


                                    EXHIBIT A
                             [LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, NY 10038

Attn: General Counsel

                  Re: Trust Account No. [      ] Termination Letter

Gentlemen:

     Pursuant to paragraph 1(k) of the Investment Management Trust Agreement
between Tailwind Financial Inc. ("COMPANY") and American Stock Transfer & Trust
Company ("TRUSTEE"), dated as of April 17, 2007 ("TRUST AGREEMENT"),
this is to advise you that the Company has entered into an agreement ("BUSINESS
AGREEMENT") with ______________________("TARGET Business") to consummate a
business combination with Target Business ("BUSINESS COMBINATION") on or about
[insert date]. The Company shall notify you at least forty-eight (48) hours in
advance of the actual date of the consummation of the Business Combination
("CONSUMMATION DATE"). Defined terms used but not otherwise defined herein shall
have the meaning ascribed to such term in the Trust Agreement.

     Pursuant to Section 2(e) of the Trust Agreement, we are providing you with
[an affidavit] [a certificate] of ____________________, which verifies the vote
of the Company's stockholders in connection with the Business Combination. In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
and Deutsche Bank shall direct in writing on the Consummation Date.

     On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated and (ii)
the Company shall deliver to you written instructions with respect to the
transfer of the funds held in the Trust Account, including, but not limited to,
(a) funds to be delivered to any Public Stockholder that has properly exercised
its conversion rights (as described in the Registration Statement), and (b)
pursuant to the terms of the Underwriting Agreement, dated as of April 11,
2007, between the Company and Deutsche Bank, the portion of the Property
attributable to the deferred Underwriters' fees ("INSTRUCTION LETTER"). You are
hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and
the Company shall direct you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to the Company or, with
respect to the deferred Underwriters' fees, to



Deutsche Bank. Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be terminated.

     In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.

                                   Very truly yours,

                                   TAILWIND FINANCIAL INC.


                                   By:
                                       -------------------------------
                                   Name:  Andrew A. McKay
                                   Title: President and Chief Executive Officer

                                       10


                                    EXHIBIT B
                             [LETTERHEAD OF COMPANY]

[Insert date]

American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, NY 10038
Attn: General Counsel

                  Re: Trust Account No. [       ] Termination Letter

Gentlemen:

     Pursuant to paragraph 1(k) of the Investment Management Trust Agreement
between Tailwind Financial Inc. ("COMPANY") and American Stock Transfer & Trust
Company dated as of April 17, 2007 ("TRUST AGREEMENT"), this is to advise you
that the Board of Directors of the Company has voted to dissolve and
liquidate the Company. Attached hereto is a certified copy of the Certificate
of Dissolution as filed with the Delaware Secretary of State.

     In accordance with the terms of the Trust Agreement, we hereby authorize
you, to commence liquidation of the Trust Account. In connection with this
liquidation, you are hereby authorized to establish a record date for the
purposes of determining the stockholders of record entitled to receive their per
share portion of the Trust Account. The record date shall be within ten (10)
days of the liquidation date, or as soon thereafter as is practicable. You will
notify the Company in writing as to when all of the funds in the Trust Account
will be available for immediate transfer ("TRANSFER DATE") in accordance with
the terms of the Trust Agreement and the Amended and Restated Certificate of
Incorporation of the Company. You shall commence distribution of such funds in
accordance with the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company and you shall oversee the
distribution of the funds. Upon the payment of all the funds in the Trust
Account, the Trust Agreement shall be terminated.

                                Very truly yours,

                                TAILWIND FINANCIAL INC.


                                By:
                                   ------------------------------------------
                                   Name: Andrew A. McKay
                                   Title: President and Chief Executive Officer



                                    EXHIBIT C



AUTHORIZED INDIVIDUAL(S)                                     AUTHORIZED
FOR TELEPHONE CALL BACK                                      TELEPHONE NUMBER(S)
- -----------------------                                      -------------------
                                                              
COMPANY:

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3
Attn: Andrew A. McKay                                          (416) 601-2422

TRUSTEE:

American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, NY 10038
Attn: Herb Lemmer                                              (718) 921-8209

EX-10.2

                                                                    EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as
of April 17, 2007, by and among Tailwind Financial Inc., a Delaware
corporation (the "COMPANY") and the undersigned Investors listed on the
signature page hereto (each, an "INVESTOR" and collectively, the "INVESTORS").

     WHEREAS, as of the date hereof the Investors collectively hold all of the
issued and outstanding securities of the Company (the "INVESTOR SHARES");

     WHEREAS, the Company has issued or will issue pursuant to a binding
agreement with each of the Investors an aggregate of 4,700,000 warrants (the
"PRIVATE WARRANTS"), each to purchase one share of Common Stock (the "PRIVATE
WARRANT SHARES"); and

     WHEREAS, the Investors and the Company desire to enter into this Agreement
to provide the Investors with certain rights relating to the registration of (i)
the Investor Shares (ii) the Private Warrants, and (iii) the Private Warrant
Shares.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.   DEFINITIONS. The following capitalized terms used herein have the
following meanings:

     "AGREEMENT" means this Agreement, as amended, restated, supplemented, or
otherwise modified from time to time.

     "BOARD" means the board of directors of the Company.

     "COMMISSION" means the Securities and Exchange Commission, or any other
federal agency then administering the Securities Act or the Exchange Act.

     "COMMON STOCK" means the common stock, par value $0.001 per share, of the
Company.

     "COMPANY" is defined in the preamble to this Agreement.

     "DEMAND REGISTRATION" is defined in Section 2.1.1.

     "DEMANDING HOLDER" is defined in Section 2.1.1.

     "DEUTSCHE BANK" means Deutsche Bank Securities Inc.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.



     "FORM S-3" is defined in Section 2.3.

     "INDEMNIFIED PARTY" is defined in Section 4.3.

     "INDEMNIFYING PARTY" is defined in Section 4.3.

     "INVESTOR" is defined in the preamble to this Agreement.

     "INVESTOR INDEMNIFIED PARTY" is defined in Section 4.1.

     "INVESTOR SHARES" is defined in the recitals to this Agreement.

     "MAXIMUM NUMBER OF SHARES" is defined in Section 2.1.4.

     "NOTICES" is defined in Section 6.3.

     "OPTION SECURITIES" is defined in Section 2.1.4.

     "PERSON" means an individual, a partnership, a limited liability company, a
joint venture, a corporation, a trust, an unincorporated organization, a
government or any department or agency thereof or any entity similar to any of
the foregoing.

     "PIGGY-BACK REGISTRATION" is defined in Section 2.2.1.

     "PRIVATE WARRANTS" is defined in the recitals to this Agreement.

     "PRIVATE WARRANT SHARES" is defined in the recitals to this Agreement.

     "REGISTER," "REGISTERED" and "REGISTRATION" mean a registration effected by
preparing and filing a registration statement or similar document in compliance
with the requirements of the Securities Act, and such registration statement
becoming effective.

     "REGISTRABLE SECURITIES" mean the Investor Shares, Private Warrants and
Private Warrant Shares owned or held by the Investors. Registrable Securities
include any warrants, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in exchange for or
in replacement of Investor Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a
Registration Statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Commission makes a definitive
determination to the Company that the Registrable Securities are salable under
Rule 144(k).

     "REGISTRATION STATEMENT" means a registration statement filed by the
Company with the Commission in compliance with the Securities Act for a public
offering and sale of Common

                                        2


Stock (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to
be issued in exchange for securities or assets of another entity).

     "RELEASE DATE" means the date on which the Investor Shares or Private
Warrants are disbursed from escrow pursuant to [Section 3] of that certain
Securities Escrow Agreement dated as of April 17, 2007 by and among the
parties hereto and American Stock Transfer & Trust Company.

     "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.

     "UNDERWRITER" means a securities dealer who purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.

     "UNIT PURCHASE OPTION" is defined in Section 2.1.4.

2.   REGISTRATION RIGHTS.

     2.1.   DEMAND REGISTRATION.

            2.1.1. REQUEST FOR REGISTRATION. With respect to the Investor
Shares, at any time commencing three (3) months prior to, and from time to
time on or after the Release Date, and with respect to the Private Warrants
and Private Warrant Shares, on or after the date the Private Warrants become
eligible for resale, the holders of a majority-in-interest of the Registrable
Securities, on an as-converted to Common Stock basis, held by the Investors
or the permitted transferees of the Investors, may make a written demand for
registration under the Securities Act of all or part of their Registrable
Securities (a "DEMAND REGISTRATION"). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be
sold and the intended method(s) of distribution thereof. The Company will
notify all holders of Registrable Securities of the demand, and each holder
of Registrable Securities who wishes to include all or a portion of such
holder's Registrable Securities in the Demand Registration (each such holder
including shares of Registrable Securities in such registration, a "DEMANDING
HOLDER") shall so notify the Company in writing within fifteen (15) days
after the receipt by the holder of the notice from the Company. Upon any such
request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. The Company shall not be obligated
to effect more than an aggregate of two (2) Demand Registrations under this
Section 2.1.1 in respect of Registrable Securities.

            2.1.2. EFFECTIVE REGISTRATION. A registration will not count as a
Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and the
Company has complied with all of its material obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or
injunction of the Commission or any other governmental agency or court, the
Registration Statement with respect to such Demand Registration will be deemed
not to have been declared effective, unless and

                                        3


until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest, on an as-converted to Common Stock
basis, of the Demanding Holders thereafter elects to continue the offering;
provided, further, that the Company shall not be obligated to file a second
Registration Statement until a Registration Statement that has been filed is
counted as a Demand Registration or is terminated.

            2.1.3. UNDERWRITTEN OFFERING. If a majority-in-interest, on an
as-converted to Common Stock basis, of the Demanding Holders so elects and such
holders so advise the Company as part of their written demand for a Demand
Registration, the offering of such Registrable Securities pursuant to such
Demand Registration shall be in the form of an underwritten offering. In such
event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder's participation in such
underwriting and the inclusion of such holder's Registrable Securities in the
underwriting to the extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest, on an as-converted to
Common Stock basis, of the holders initiating the Demand Registration.

            2.1.4. REDUCTION OF OFFERING. If the managing Underwriter or
Underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount
or number of shares of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other shares of Common Stock or other
securities which the Company desires to sell and the shares of Common Stock, if
any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights held by other stockholders of the Company who
desire to sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of
success of such offering (such maximum dollar amount or maximum number of
shares, as applicable, the "MAXIMUM NUMBER OF SHARES"), then the Company shall
include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be
included in such registration, regardless of the number of shares held by each
such Person (such proportion is referred to herein as "PRO RATA")) that can be
sold without exceeding the Maximum Number of Shares; (ii) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (i) and (ii), the shares of Common Stock or
other securities registrable pursuant to the terms of the Unit Purchase Option
issued to Deutsche Bank or its designees in connection with the Company's
initial public offering (the "UNIT PURCHASE OPTION" and such registrable
securities, the "OPTION SECURITIES") as to which "piggy-back" registration has
been requested by the holders thereof, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (i),
(ii), and (iii), the shares of Common Stock or other securities for the account
of other Persons that the Company is

                                        4


obligated to register pursuant to written contractual arrangements with such
Persons and that can be sold without exceeding the Maximum Number of Shares.

            2.1.5. WITHDRAWAL. If a majority-in-interest, on an as-converted to
Common Stock basis, of the Demanding Holders disapproves of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the
Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with
respect to such Demand Registration. If the majority-in-interest, on an
as-converted to Common Stock basis, of the Demanding Holders withdraws from a
proposed offering relating to a Demand Registration, then such registration
shall not count as a Demand Registration provided for in Section 2.1.

            2.1.6. PERMITTED DELAYS. The Company shall be entitled to postpone
the filing of any Registration Statement under this Section 2.1, if (a) at
any time prior to the filing of such Registration Statement the Board
determines, in its good faith business judgment, that such registration and
offering would materially and adversely affect any financing, acquisition,
corporate reorganization, or other material transaction involving the
Company, and (b) the Company delivers to the Demanding Holders written notice
thereof within five (5) business days of the date of receipt of such request
for Demand Registration; provided that all such periods of postponement may
not exceed 45 days during any 365 day period.

     2.2.   PIGGY-BACK REGISTRATION.

            2.2.1. PIGGY-BACK RIGHTS. If at any time (a) with respect to the
Investor Shares, on or after the Release Date, and (b) with respect to the
Private Warrants and Private Warrant Shares, on or after the date the Private
Warrants become eligible for resale, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities, by the Company for its own account or
for stockholders of the Company for their account (or by the Company and by
stockholders of the Company including, without limitation, pursuant to Section
2.1), other than a Registration Statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company's existing stockholders, (iii) for
an offering of debt that is convertible into equity securities of the Company or
(iv) for a dividend reinvestment plan, then the Company shall (x) give written
notice of such proposed filing to the holders of Registrable Securities as soon
as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable
Securities as such holders may request in writing within five (5) days following
receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company shall cause
such Registrable Securities to be included in such registration and shall use
best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of

                                        5


such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an
Underwriter or Underwriters shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such Piggy-Back
Registration.

            2.2.2. REDUCTION OF OFFERING. If the managing Underwriter or
Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as
to which registration has been demanded pursuant to written contractual
arrangements with Persons other than the holders of Registrable Securities
hereunder, the Registrable Securities as to which registration has been
requested under this Section 2.2, and the shares of Common Stock, if any, as to
which registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such
registration:

            (a) If the registration is undertaken for the Company's account: (A)
     first, the shares of Common Stock or other securities that the Company
     desires to sell that can be sold without exceeding the Maximum Number of
     Shares; (B) second, to the extent that the Maximum Number of Shares has not
     been reached under the foregoing clause (A), the shares of Common Stock or
     other securities, if any, comprised of Registrable Securities and Option
     Securities, as to which registration has been requested pursuant to the
     applicable written contractual piggy-back registration rights of such
     security holders, Pro Rata, that can be sold without exceeding the Maximum
     Number of Shares; and (C) third, to the extent that the Maximum Number of
     shares has not been reached under the foregoing clauses (A) and (B), the
     shares of Common Stock or other securities for the account of other Persons
     that the Company is obligated to register pursuant to written contractual
     piggy-back registration rights with such Persons and that can be sold
     without exceeding the Maximum Number of Shares;

            (b) If the registration is a "demand" registration undertaken at the
     demand of holders of Option Securities, (A) first, the shares of Common
     Stock or other securities for the account of the demanding Persons, Pro
     Rata, that can be sold without exceeding the Maximum Number of Shares; (B)
     second, to the extent that the Maximum Number of Shares has not been
     reached under the foregoing clause (A), the shares of Common Stock or other
     securities that the Company desires to sell that can be sold without
     exceeding the Maximum Number of Shares; (C) third, to the extent that the
     Maximum Number of Shares has not been reached under the foregoing clauses
     (A) and (B), the shares of Registrable Securities, Pro Rata, as to which
     registration has been requested pursuant to the terms hereof, that can be
     sold without exceeding the Maximum Number of Shares; and (D) fourth, to the
     extent that the Maximum Number of Shares has not been reached under the
     foregoing clauses (A), (B) and (C), the shares of Common Stock or other
     securities for the account of other Persons that the Company is obligated
     to register pursuant to written contractual arrangements with such Persons,
     that can be sold without exceeding the Maximum Number of Shares; and

                                        6


            (c) If the registration is a "demand" registration undertaken at the
     demand of Persons other than either the holders of Registrable Securities
     or of Option Securities, (A) first, the shares of Common Stock or other
     securities for the account of the demanding Persons that can be sold
     without exceeding the Maximum Number of Shares; (B) second, to the extent
     that the Maximum Number of Shares has not been reached under the foregoing
     clause (A), the shares of Common Stock or other securities that the Company
     desires to sell that can be sold without exceeding the Maximum Number of
     Shares; (C) third, to the extent that the Maximum Number of Shares has not
     been reached under the foregoing clauses (A) and (B), collectively the
     shares of Common Stock or other securities comprised of Registrable
     Securities and Option Securities, Pro Rata, as to which registration has
     been requested pursuant to the terms hereof and of the Unit Purchase
     Option, as applicable, that can be sold without exceeding the Maximum
     Number of Shares; and (D) fourth, to the extent that the Maximum Number of
     Shares has not been reached under the foregoing clauses (A), (B) and (C),
     the shares of Common Stock or other securities for the account of other
     Persons that the Company is obligated to register pursuant to written
     contractual arrangements with such Persons, that can be sold without
     exceeding the Maximum Number of Shares.

            2.2.3. WITHDRAWAL. Any holder of Registrable Securities may elect to
withdraw such holder's request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request
to withdraw prior to the effectiveness of the Registration Statement. The
Company (whether on its own determination or as the result of a withdrawal by
Persons making a demand pursuant to written contractual obligations) may
withdraw a registration statement at any time prior to the effectiveness of the
Registration Statement. Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.

            2.2.4. PERMITTED DELAYS. The Company shall be entitled to postpone
the filing of any Registration Statement under this Section 2.2, if (a) at
any time prior to the filing of such Registration Statement the Board
determines, in its good faith business judgment, that such registration and
offering would materially and adversely affect any financing, acquisition,
corporate reorganization, or other material transaction involving the
Company, and (b) the Company delivers to the holder of Registrable Securities
requesting a Piggy-Back Registration written notice thereof within five (5)
business days of the date of receipt by the Company of such request for
Piggy-Back Registration; provided that all such periods of postponement may
not exceed 45 days during any 365 day period.

     2.3. REGISTRATIONS ON FORM S-3. The holders of Registrable Securities may
at any time and from time to time, request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or any
similar short-form registration which may be available at such time ("FORM
S-3"); provided, however, that the Company shall not be obligated to effect such
request through an underwritten offering. Upon receipt of such written request,
the Company will promptly give written notice of the proposed registration to
all other holders of Registrable Securities, and, as soon as practicable
thereafter, effect the registration of all or such portion of such holder's or
holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities or other securities of the
Company,

                                        7


if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such
written notice from the Company; provided, however, that the Company shall not
be obligated to effect any such registration pursuant to this Section 2.3: (i)
if Form S-3 is not available for such offering; or (ii) if the holders of the
Registrable Securities, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the
public of less than $500,000. Registrations effected pursuant to this Section
2.3 shall not be counted as Demand Registrations effected pursuant to Section
2.1.

3.   REGISTRATION PROCEDURES.

     3.1. FILINGS; INFORMATION. Whenever the Company is required to effect the
registration of any Registrable Securities pursuant to Section 2, the Company
shall use best efforts to effect the registration and sale of such Registrable
Securities in accordance with the intended method(s) of distribution thereof as
expeditiously as practicable, and in connection with any such request:

            3.1.1. FILING REGISTRATION STATEMENT. The Company shall, as
expeditiously as possible and in any event within sixty (60) days after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file
with the Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use best efforts to cause such Registration Statement to
become and remain effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand Registration
for up to thirty (30) days, and any Piggy-Back Registration for such period as
may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Company shall furnish to
the holders a certificate signed by the Chief Executive Officer or Chairman of
the Company stating that, in the good faith judgment of the Board, it would be
materially detrimental to the Company and its stockholders for such Registration
Statement to be effected at such time; provided further, however, that the
Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect of
a Demand Registration hereunder.

            3.1.2. COPIES. The Company shall, prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration,
and such holders' legal counsel, copies of such Registration Statement as
proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such Registration
Statement (including each preliminary prospectus), and such other documents as
the holders of Registrable Securities included in such registration or legal
counsel for any such holders may request in order to facilitate the disposition
of the Registrable Securities owned by such holders.

            3.1.3.  AMENDMENTS AND SUPPLEMENTS. The Company shall prepare and
file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in
connection therewith as may be

                                        8


necessary to keep such Registration Statement effective and in compliance with
the provisions of the Securities Act until all Registrable Securities and other
securities covered by such Registration Statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred
eighty (180) days plus any period during which any such disposition is
interfered with by any stop order or injunction of the Commission or any
governmental agency or court) or such securities have been withdrawn.

            3.1.4. NOTIFICATION. After the filing of a Registration Statement,
the Company shall promptly, and in no event more than two (2) business days
after such filing, notify the holders of Registrable Securities included in such
Registration Statement of such filing, and shall further notify such holders
within two (2) business days of the occurrence of any of the following: (i) when
such Registration Statement becomes effective; (ii) when any post-effective
amendment to such Registration Statement becomes effective; (iii) the issuance
or threatened issuance by the Commission of any stop order (and the Company
shall take all actions required to prevent the entry of such stop order or to
remove it if entered); and (iv) any request by the Commission for any amendment
or supplement to such Registration Statement or any prospectus relating thereto
or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the securities covered by such
Registration Statement, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make
available to the holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company shall
furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such
documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon, and the Company shall not file any Registration Statement
or prospectus or amendment or supplement thereto, including documents
incorporated by reference, to which such holders or their legal counsel shall
object.

            3.1.5. STATE SECURITIES LAWS COMPLIANCE. The Company shall use its
best efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or "blue sky" laws of such
jurisdictions in the United States as the holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause such
Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by
virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of
Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided,
however, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.

                                        9


            3.1.6. AGREEMENTS FOR DISPOSITION. The Company shall enter into
customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the
extent applicable, shall also be made to and for the benefit of the holders of
Registrable Securities included in such registration statement. No holder of
Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such holder's organization, good standing,
authority, title to Registrable Securities, lack of conflict of such sale with
such holder's material agreements and organizational documents, and with respect
to written information relating to such holder that such holder has furnished in
writing expressly for inclusion in such Registration Statement.

            3.1.7. COOPERATION. The principal executive officer of the Company,
the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the
Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation
of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors.

            3.1.8. RECORDS. The Company shall make available for inspection by
the holders of Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by any
holder of Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company's officers, directors
and employees to supply all information requested by any of them in connection
with such Registration Statement.

            3.1.9. OPINIONS AND COMFORT LETTERS. The Company shall furnish to
each holder of Registrable Securities included in any Registration Statement a
signed counterpart, addressed to such holder, of (i) any opinion of counsel to
the Company delivered to any Underwriter and (ii) any comfort letter from the
Company's independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall
furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion
of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is
in effect.

            3.1.10. EARNINGS STATEMENT. The Company shall comply with all
applicable rules and regulations of the Commission and the Securities Act, and
make available to its stockholders, as soon as practicable, an earnings
statement covering a period of twelve (12) months, beginning within three (3)
months after the effective date of the registration

                                       10


statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder.

            3.1.11. LISTING. The Company shall use its best efforts to cause all
Registrable Securities included in any registration to be listed on such
exchanges or otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to
the majority-in-interest, on an as-converted to Common Stock basis, of the
holders of Registrable Securities included in such registration.

     3.2. OBLIGATION TO SUSPEND DISTRIBUTION. Upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to
Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading compliance program adopted by the Board, of the ability of all
"insiders" covered by such program to transact in the Company's securities
because of the existence of material non-public information, each holder of
Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such holder
receives the supplemented or amended prospectus contemplated by Section
3.1.4(iv) or the restriction on the ability of "insiders" to transact in the
Company's securities is removed, as applicable, and, if so directed by the
Company, each such holder will deliver to the Company all copies, other than
permanent file copies then in such holder's possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice.

     3.3. REGISTRATION EXPENSES. The Company shall bear all costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1, any
Piggy-Back Registration pursuant to Section 2.2, and any registration on Form
S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or
complying with its other obligations under this Agreement, whether or not the
Registration Statement becomes effective, including, without limitation: (i) all
registration and filing fees; (ii) fees and expenses of compliance with
securities or "blue sky" laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities); (iii)
printing expenses; (iv) the Company's internal expenses (including, without
limitation, all salaries and expenses of its officers and employees); (v) the
fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) National Association of
Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the
Company and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section
3.1.9); (viii) the fees and expenses of any special experts retained by the
Company in connection with such registration and (ix) the fees and expenses of
one legal counsel selected by the holders of a majority-in-interest, on an
as-converted to Common Stock basis, of the Registrable Securities included in
such registration. The Company shall have no obligation to pay any underwriting
discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an underwritten
offering, all selling stockholders and the Company shall

                                       11


bear the expenses of the underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.

     3.4. INFORMATION. The holders of Registrable Securities shall provide such
information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration
Statement, including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company's obligation to comply with federal
and applicable state securities laws.

4.   INDEMNIFICATION AND CONTRIBUTION.

     4.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners,
members, attorneys and agents, and each Person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act) an Investor and each other holder of Registrable Securities (each, an
"INVESTOR INDEMNIFIED PARTY"), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or
based upon any untrue statement (or allegedly untrue statement) of a material
fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or
arising out of or based upon any omission (or alleged omission) to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation promulgated thereunder applicable to the Company and
relating to action or inaction required of the Company in connection with any
such registration; and the Company shall promptly reimburse the Investor
Indemnified Party for any legal and any other expenses reasonably incurred by
such Investor Indemnified Party in connection with investigating and defending
any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that
any such expense, loss, claim, damage or liability arises out of or is based
upon any untrue statement or allegedly untrue statement or omission or alleged
omission made in such Registration Statement, preliminary prospectus, final
prospectus, or summary prospectus, or any such amendment or supplement, in
reliance upon and in conformity with information furnished to the Company, in
writing, by such selling holder expressly for use therein. The Company also
shall indemnify any Underwriter of the Registrable Securities, their officers,
affiliates, directors, partners, members and agents and each Person who controls
such Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.

     4.2. INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each selling
holder of Registrable Securities will, in the event that any registration is
being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers and each underwriter (if any),
and each other selling holder and each other Person, if any, who controls

                                       12


another selling holder or such underwriter within the meaning of the Securities
Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or allegedly untrue statement of a material fact contained in
any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or the alleged omission to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading, if the statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by such selling
holder expressly for use therein, and shall reimburse the Company, its directors
and officers, and each other selling holder or controlling Person for any legal
or other expenses reasonably incurred by any of them in connection with
investigation or defending any such loss, claim, damage, liability or action.
Each selling holder's indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually
received by such selling holder.

     4.3. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by any
Person of any notice of any loss, claim, damage or liability or any action in
respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such
Person (the "INDEMNIFIED PARTY") shall, if a claim in respect thereof is to be
made against any other Person for indemnification hereunder, notify such other
Person (the "INDEMNIFYING PARTY") in writing of the loss, claim, judgment,
damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party may have to
such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If the Indemnified
Party is seeking indemnification with respect to any claim or action brought
against the Indemnified Party, then the Indemnifying Party shall be entitled to
participate in such claim or action, and, to the extent that it wishes, jointly
with all other Indemnifying Parties, to assume control of the defense thereof
with counsel satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable
to the Indemnified Party for any legal or other expenses subsequently incurred
by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that in any action in
which both the Indemnified Party and the Indemnifying Party are named as
defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the
Indemnified Party and its controlling Persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of
such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such

                                       13


Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim
or proceeding.

     4.4.   CONTRIBUTION.

            4.4.1. If the indemnification provided for in the foregoing Sections
4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss,
claim, damage, liability or action referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted
in such loss, claim, damage, liability or action, as well as any other relevant
equitable considerations. The relative fault of any Indemnified Party and any
Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

            4.4.2. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding Section

            4.4.3. The amount paid or payable by an Indemnified Party as a
result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount in excess of
the dollar amount of the net proceeds (after payment of any underwriting fees,
discounts, commissions or taxes) actually received by such holder from the sale
of Registrable Securities which gave rise to such contribution obligation. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

5.   UNDERWRITING AND DISTRIBUTION.

     5.1. RULE 144. The Company covenants that it shall file any reports
required to be filed by it under the Securities Act and the Exchange Act and
shall take such further action as the holders of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the
Securities Act, as such Rules may be amended from time to time, or any similar
Rule or regulation hereafter adopted by the Commission.

6.   MISCELLANEOUS.

                                       14


     6.1. OTHER REGISTRATION RIGHTS. Except with respect to those securities
issued or issuable upon exercise of that certain Unit Purchase Option to be
issued to Deutsche Bank or its designees in connection with the Company's
initial public offering on April 11, 2007, the Company represents and
warrants that no Person, other than a holder of the Registrable Securities,
has any right to require the Company to register any shares of the Company's
capital stock for sale or to include shares of the Company's capital stock in
any registration filed by the Company for the sale of shares of capital stock
for its own account or for the account of any other Person.

     6.2. ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement and the
rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. This Agreement and the rights,
duties and obligations of the holders of Registrable Securities hereunder may be
freely assigned or delegated by such holder of Registrable Securities in
conjunction with and to the extent of any transfer of at least twenty (20%)
percent of the Registrable Securities held by any such holder. This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to Deutsche Bank and its successors and the permitted
assigns of the Investor or holder of Registrable Securities or of any assignee
of the Investor or holder of Registrable Securities. This Agreement is not
intended to confer any rights or benefits on any Persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2.

     6.3. NOTICES. All notices, demands, requests, consents, approvals or other
communications (collectively, "NOTICES") required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in writing
and shall be personally served, delivered by reputable overnight courier service
with charges prepaid, or transmitted by hand delivery or facsimile, addressed as
set forth below, or to such other address as such party shall have specified
most recently by written notice. Notice shall be deemed given on the date of
service or transmission if personally served or transmitted by facsimile;
provided, that if such service or transmission is not on a business day or is
after normal business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed given on
the next business day following timely delivery of such notice to a reputable
overnight courier service with an order for next-day delivery.

     To the Company:

     Tailwind Financial Inc.
     BCE Place, 181 Bay Street, Suite 2040
     Toronto, Ontario, Canada M5J 2T3
     Attn: Andrew A. McKay

     with a copy to:

     Bingham McCutchen LLP
     150 Federal Street
     Boston, MA 02110-01726
     Attn: Kevin Barry, Esq.

     To an Investor, to the address for such Investor specified on the signature
pages hereto.

                                       15


     6.4. SEVERABILITY. This Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible that is valid and enforceable.

     6.5. COUNTERPARTS. This Agreement may be executed by facsimile and in
multiple counterparts, and all of which taken together shall constitute one
and the same instrument.

     6.6. ENTIRE AGREEMENT. This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.

     6.7. MODIFICATIONS AND AMENDMENTS. No amendment, modification or
termination of this Agreement shall be binding upon any party unless executed in
writing by such party. Notwithstanding the foregoing, any and all parties must
obtain the written consent of Deutsche Bank to amend or modify this Agreement.

     6.8. TITLES AND HEADINGS. Titles and headings of sections of this
Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.

     6.9. WAIVERS AND EXTENSIONS. Any party to this Agreement may waive any
right, breach or default which such party has the right to waive, provided that
such waiver will not be effective against the waiving party unless it is in
writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver
of any breach of any agreement or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof nor of any other agreement
or provision herein contained. No waiver or extension of time for performance of
any obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.

     6.10. REMEDIES CUMULATIVE. In the event that the Company fails to observe
or perform any covenant or agreement to be observed or performed under this
Agreement, the Investor or any other holder of Registrable Securities may
proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of
any power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to
post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter available at law, in equity, by
statute or otherwise.

                                       16


     6.11. GOVERNING LAW. This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. The parties
hereto agree that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive. The parties hereby waive any objection to
such exclusive jurisdiction and that such courts represent an inconvenient
forum.

     6.12. WAIVER OF TRIAL BY JURY. Each party hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       17


     IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered by their duly authorized representatives
as of the date first written above.

                                   TAILWIND FINANCIAL INC.

                                   By: /s/ Andrew A. McKay
                                       ----------------------------------------
                                   Name:  Andrew A. McKay
                                   Title: President and Chief Executive Officer

                                   INVESTORS

                                   TFC HOLDINGS LTD.
                                   BCE Place, 181 Bay Street, Suite 240
                                   Toronto, Ontario, Canada M5J 2T3

                                   By: /s/ Andrew A. McKay
                                       ----------------------------------------
                                   Name: Andrew A. McKay
                                   Address: Chief Executive Officer

                                   PARKWOOD HOLDINGS LTD.
                                   BCE Place, 181 Bay Street, Suite 240
                                   Toronto, Ontario, Canada M5J 2T3

                                   By: /s/ Andrew A. McKay
                                       ----------------------------------------
                                   Name: Andrew A. McKay
                                   Address: Chief Executive Officer

EX-10.7

                                                                    EXHIBIT 10.7


                                 April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3


     Re: INITIAL PUBLIC OFFERING


Ladies and Gentlemen:


     This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Tailwind
Financial Inc., a Delaware corporation (the "COMPANY"), and Deutsche Bank
Securities Inc. (the "UNDERWRITER"), relating to an underwritten initial public
offering (the "IPO") of the Company's units (the "UNITS"), each Unit comprised
of one share of the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"), and one warrant, which is exercisable for one share of Common
Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.

         In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; (ii) cause the Company to
liquidate as soon as reasonably practicable; and (iii) jointly and severally
with Mr. Gordon A. McMillan and JovFunds Management Inc., be liable to (A)
pay the costs of dissolution and liquidation to the extent such



expenses exceed the Company's assets outside of the Trust Account and (B) ensure
that the proceeds in the Trust Account are not reduced by the claims of vendors
for services rendered or products sold to the Company, as well as claims of
prospective target businesses for fees and expenses of third parties that the
Company has agreed to pay in writing in the event that the Business Combination
is not consummated with such target business. The undersigned hereby waives any
and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares and Common Stock underlying the Private Placement Warrants in connection
with a liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination; PROVIDED THAT the undersigned shall be entitled to
reimbursement from the Company for the undersigned's out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

4.   None of the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive or accept from the
Company a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

5.   The undersigned shall escrow (i) the undersigned's Insider Shares (if any)
until the first anniversary of the consummation of the Business Combination and
(ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.   The undersigned agrees to be a director of the Company and currently
intends to serve until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned's
Questionnaire for Directors, Officers and Principal Stockholders furnished to
the Company and attached hereto as EXHIBIT A and the biographical information in
the Registration Statement is true and accurate in all respects and does not
omit any material information with respect to the undersigned's background. The
undersigned's NASD Questionnaire furnished to Deutsche Bank Securities Inc. and
annexed as EXHIBIT B hereto is true and accurate in all respects. The
undersigned represents and warrants that:

     6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

                                        2


     6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

     6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

     6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

     6.5     the undersigned has not been subject to any order prohibiting and
is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

     6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

     6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.   The undersigned will, jointly and severally with Mr. Gordon A. McMillan
and JovFunds Management Inc., be liable for any costs in excess of one
million seven hundred thousand dollars ($1,700,000) incurred by the Company
in connection with its pursuit of a Business Combination. Such amounts will
be reimbursed upon consummation of a Business Combination. For purposes of
clarity, "costs" as used herein will be generally consistent with those
described in the table on page 47 and in the second full paragraph on page 49
under the section entitled "Use of Proceeds" in the Company's preliminary
prospectus dated April 5, 2007.

8.   The undersigned agrees that until the earlier of (i) the consummation of a
Business Combination or the liquidation of the Company or (ii) such time as the
undersigned ceases to be an officer or director of the Company, (X) the
undersigned shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity which may reasonably
be deemed appropriate for the Company based on the description in the
Registration Statement of the Company's proposed business or which is required
to be presented to the Company under Delaware law subject to any pre-existing
fiduciary or contractual obligations the undersigned has and (Y) the undersigned
shall not assist or participate with any other person or entity in the pursuit
of or negotiation with respect to such business opportunity unless and until it
receives

                                        3


written notice from the Company that the Company has determined not to pursue
such business opportunity.

9.   The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Company and its legal representatives
or agents (including any investigative search firm retained by the Company) any
information he or it may have about the undersigned's background and finances
("INFORMATION"), provided that the Information is used solely to determine the
truth and accuracy of the undersigned's representations hereunder and the
disclosure in the Registration Statement and for no other purpose; provided
further that the Company shall use all reasonable efforts to keep the
Information confidential and shall not disclose the Information to any other
person or entity without the prior written consent of the undersigned, unless
such disclosure (i) is required by law or regulation or requested in connection
with a judicial proceeding or governmental investigation or (ii) was disclosed
in the Registration Statement. Neither the Company nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.

10.  This letter agreement shall be binding on the Company and the undersigned
and the undersigned's respective successors, heirs, personal representatives and
assigns. This letter agreement shall terminate on the earlier of (i) the date
upon which the Business Combination is consummated and (ii) the date upon which
the liquidation and distribution of the Trust Account is completed, provided
that the following Sections shall survive such termination: 3, 4, 5, 7, 10, 11
and 13.

11.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

12.  As used herein:

     12.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     12.2    "BUSINESS COMBINATION" shall mean the Company's initial acquisition
of one or more assets or operating businesses through a merger, capital stock
exchange, asset or stock acquisition, exchangeable share transaction or other
similar business combination.

                                        4


     12.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

     Gordon A. McMillan
     Andrew A. McKay
     Robert Penteliuk
     Robert C. Hain
     Stephen T. Moore
     TFC Holdings Ltd.
     Parkwood Holdings Ltd.
     JovFunds Management Inc.

     12.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

     12.5    "IPO SHARES" shall mean the shares of Common Stock comprising the
Units issued in the Company's IPO.

     12.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants of
the Company purchased in a private placement prior to and subject to
consummation of the IPO.

     12.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

     12.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

13.  No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.


                  [remainder of page intentionally left blank]

                                        5


                                               Sincerely,

                                               /s/ Andrew A. McKay
                                               --------------------------------
                                               Name:  Andrew A. McKay


Accepted and agreed:

TAILWIND FINANCIAL INC.

By: /s/ Gordon A. McMillan
    ---------------------------
Name: Gordon A. McMillan
Title: Assistant Secretary


                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.8

                                                                    EXHIBIT 10.8


                                 April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3


     Re: INITIAL PUBLIC OFFERING


Ladies and Gentlemen:


     This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Tailwind
Financial Inc., a Delaware corporation (the "COMPANY"), and Deutsche Bank
Securities Inc. (the "UNDERWRITER"), relating to an underwritten initial public
offering (the "IPO") of the Company's units (the "UNITS"), each Unit comprised
of one share of the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"), and one warrant, which is exercisable for one share of Common
Stock. Certain capitalized terms used herein are defined in paragraph 13 hereof.

     In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; (ii) cause the Company to
liquidate as soon as reasonably practicable; and (iii) jointly and severally
with Mr. Andrew A. McKay and JovFunds Management Inc., be liable to (A)
pay the costs of dissolution and liquidation to the extent such expenses



exceed the Company's assets outside of the Trust Account and (B) ensure that the
proceeds in the Trust Account are not reduced by the claims of vendors for
services rendered or products sold to the Company, as well as claims of
prospective target businesses for fees and expenses of third parties that the
Company has agreed to pay in writing in the event that the Business Combination
is not consummated with such target business. The undersigned hereby waives any
and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares and Common Stock underlying the Private Placement Warrants in connection
with a liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination; PROVIDED THAT the undersigned shall be entitled to
reimbursement from the Company for the undersigned's out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

4.   None of the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive or accept from the
Company a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

5.   The undersigned shall escrow (i) the undersigned's Insider Shares (if any)
until the first anniversary of the consummation of the Business Combination and
(ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.   The undersigned agrees to be a director of the Company and currently
intends to serve until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned's
Questionnaire for Directors, Officers and Principal Stockholders furnished to
the Company and attached hereto as EXHIBIT A and the biographical information in
the Registration Statement is true and accurate in all respects and does not
omit any material information with respect to the undersigned's background. The
undersigned's NASD Questionnaire furnished to Deutsche Bank Securities Inc. and
annexed as EXHIBIT B hereto is true and accurate in all respects. The
undersigned represents and warrants that:

     6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

                                        2


     6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

     6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

     6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

     6.5     the undersigned has not been subject to any order prohibiting and
is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

     6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

     6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.   The undersigned has full right and power, without violating any agreement
by which the undersigned is bound, to enter into this letter agreement and to
serve as chairman of the Company's board of directors and as a director of the
Company.

8.   The undersigned will, jointly and severally with Mr. Andrew A. McKay and
JovFunds Management Inc., be liable for any costs in excess of one million
seven hundred thousand dollars ($1,700,000) incurred by the Company in
connection with its pursuit of a Business Combination. Such amounts will be
reimbursed upon consummation of a Business Combination. For purposes of
clarity, "costs" as used herein will be generally consistent with those
described in the table on page 47 and in the second full paragraph on page 49
under the section entitled "Use of Proceeds" in the Company's preliminary
prospectus dated April 5, 2007.

9.   The undersigned agrees that until the earlier of (i) the consummation of a
Business Combination or the liquidation of the Company or (ii) such time as the
undersigned ceases to be an officer or director of the Company, (X) the
undersigned shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity which may reasonably
be deemed appropriate for the Company based on the description in the
Registration Statement of the Company's proposed business or which is required
to be presented to the Company under Delaware law subject to any pre-existing
fiduciary or contractual obligations the undersigned has and (Y) the

                                        3


undersigned shall not assist or participate with any other person or entity in
the pursuit of or negotiation with respect to such business opportunity unless
and until it receives written notice from the Company that the Company has
determined not to pursue such business opportunity.

10.  The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Company and its legal representatives
or agents (including any investigative search firm retained by the Company) any
information he or it may have about the undersigned's background and finances
("INFORMATION"), provided that the Information is used solely to determine the
truth and accuracy of the undersigned's representations hereunder and the
disclosure in the Registration Statement and for no other purpose; provided
further that the Company shall use all reasonable efforts to keep the
Information confidential and shall not disclose the Information to any other
person or entity without the prior written consent of the undersigned, unless
such disclosure (i) is required by law or regulation or requested in connection
with a judicial proceeding or governmental investigation or (ii) was disclosed
in the Registration Statement. Neither the Company nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.

11.  This letter agreement shall be binding on the Company and the undersigned
and the undersigned's respective successors, heirs, personal representatives and
assigns. This letter agreement shall terminate on the earlier of (i) the date
upon which the Business Combination is consummated and (ii) the date upon which
the liquidation and distribution of the Trust Account is completed, provided
that the following Sections shall survive such termination: 3, 4, 5, 8, 11, 12
and 14.

12.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

13.  As used herein:

     13.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     13.2    "BUSINESS COMBINATION" shall mean the Company's initial acquisition
of one or more assets or operating businesses through a merger, capital stock
exchange,

                                        4


asset or stock acquisition, exchangeable share transaction or other similar
business combination.

     13.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

     Gordon A. McMillan
     Andrew A. McKay
     Robert Penteliuk
     Robert C. Hain
     Stephen T. Moore
     TFC Holdings Ltd.
     Parkwood Holdings Ltd.
     JovFunds Management Inc.

     13.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

     13.5    "IPO SHARES" shall mean the shares of Common Stock comprising the
Units issued in the Company's IPO.

     13.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants of
the Company purchased in a private placement prior to and subject to
consummation of the IPO.

     13.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

     13.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

     14.     No term or provision of this letter agreement may be amended,
changed, waived, altered or modified except by written instrument executed and
delivered by the undersigned and the Company.

                  [remainder of page intentionally left blank]

                                        5


                                               Sincerely,

                                               /s/ Gordon A. McMillan
                                               ---------------------------------
                                               Name:  Gordon A. McMillan


Accepted and agreed:

TAILWIND FINANCIAL INC.

By: /s/ Andrew A. McKay
    -----------------------------
Name: Andrew A. McKay
Title: President and Chief Executive Officer


                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS


                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.9

                                                                    EXHIBIT 10.9


                                 April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3


     Re: INITIAL PUBLIC OFFERING


Ladies and Gentlemen:


     This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Tailwind
Financial Inc., a Delaware corporation (the "COMPANY"), and Deutsche Bank
Securities Inc. (the "UNDERWRITER"), relating to an underwritten initial public
offering (the "IPO") of the Company's units (the "UNITS"), each Unit comprised
of one share of the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"), and one warrant, which is exercisable for one share of Common
Stock. Certain capitalized terms used herein are defined in paragraph 11 hereof.

     In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; and (ii) cause the Company
to liquidate as soon as reasonably practicable. The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares



and Common Stock underlying the Private Placement Warrants in connection with a
liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination; PROVIDED THAT the undersigned shall be entitled to
reimbursement from the Company for the undersigned's out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

4.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive or accept from the Company a finder's
fee or any other compensation in the event the undersigned, any member of the
family of the undersigned or any Affiliate of the undersigned originates a
Business Combination.

5.   The undersigned shall escrow (i) the undersigned's Insider Shares (if any)
until the first anniversary of the consummation of the Business Combination and
(ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.   The undersigned agrees to be a director of the Company and currently
intends to serve until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned's
Questionnaire for Directors, Officers and Principal Stockholders furnished to
the Company and attached hereto as EXHIBIT A and the biographical information in
the Registration Statement is true and accurate in all respects and does not
omit any material information with respect to the undersigned's background. The
undersigned's NASD Questionnaire furnished to Deutsche Bank Securities Inc. and
annexed as EXHIBIT B hereto is true and accurate in all respects. The
undersigned represents and warrants that:

     6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

     6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

     6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

                                        2


     6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

     6.5     the undersigned has not been subject to any order prohibiting and
is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

     6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

     6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.   The undersigned agrees that until the earlier of (i) the consummation of a
Business Combination or the liquidation of the Company or (ii) such time as the
undersigned ceases to be an officer or director of the Company, (X) the
undersigned shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity which may reasonably
be deemed appropriate for the Company based on the description in the
Registration Statement of the Company's proposed business or which is required
to be presented to the Company under Delaware law subject to any pre-existing
fiduciary or contractual obligations the undersigned has and (Y) the undersigned
shall not assist or participate with any other person or entity in the pursuit
of or negotiation with respect to such business opportunity unless and until it
receives written notice from the Company that the Company has determined not to
pursue such business opportunity.

8.   The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Company and its legal representatives
or agents (including any investigative search firm retained by the Company) any
information he or it may have about the undersigned's background and finances
("INFORMATION"), provided that the Information is used solely to determine the
truth and accuracy of the undersigned's representations hereunder and the
disclosure in the Registration Statement and for no other purpose; provided
further that the Company shall use all reasonable efforts to keep the
Information confidential and shall not disclose the Information to any other
person or entity without the prior written consent of the undersigned, unless
such disclosure (i) is required by law or regulation or requested in connection
with a judicial proceeding or governmental investigation or (ii) was disclosed
in the Registration Statement. Neither the Company nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the

                                        3


undersigned hereby releases them from liability for any damage whatsoever in
that connection.

9.   This letter agreement shall be binding on the Company and the
undersigned and the undersigned's respective successors, heirs, personal
representatives and assigns. This letter agreement shall terminate on the
earlier of (i) the date upon which the Business Combination is consummated
and (ii) the date upon which the liquidation and distribution of the Trust
Account is completed, provided that the following Sections shall survive such
termination: 3, 4, 5, 9, 10, 11 and 12.

10.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

11.  As used herein:

     11.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     11.2    "BUSINESS COMBINATION" shall mean the Company's initial acquisition
of one or more assets or operating businesses through a merger, capital stock
exchange, asset or stock acquisition, exchangeable share transaction or other
similar business combination.

     11.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

     Gordon A. McMillan
     Andrew A. McKay
     Robert Penteliuk
     Robert C. Hain
     Stephen T. Moore
     TFC Holdings Ltd.
     Parkwood Holdings Ltd.
     JovFunds Management Inc.

     11.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

     11.5    "IPO SHARES" shall mean the shares of Common Stock comprising the
Units issued in the Company's IPO.

                                        4


     11.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants of
the Company purchased in a private placement prior to and subject to
consummation of the IPO.

     11.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

     11.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

12.  No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.


                  [remainder of page intentionally left blank]

                                        5

                                               Sincerely,

                                               /s/ Robert Penteliuk
                                               ---------------------------------
                                               Name: Robert Penteliuk


Accepted and agreed:

TAILWIND FINANCIAL INC.

By: /s/ Andrew A. McKay
    -------------------------
Name:  Andrew A. McKay
Title: President and Chief Executive Officer


                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS


                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.10

                                                                   EXHIBIT 10.10


                                April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3


     Re: INITIAL PUBLIC OFFERING


Ladies and Gentlemen:


     This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Tailwind
Financial Inc., a Delaware corporation (the "COMPANY"), and Deutsche Bank
Securities Inc. (the "UNDERWRITER"), relating to an underwritten initial public
offering (the "IPO") of the Company's units (the "UNITS"), each Unit comprised
of one share of the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"), and one warrant, which is exercisable for one share of Common
Stock. Certain capitalized terms used herein are defined in paragraph 10 hereof.

     In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; and (ii) cause the Company
to liquidate as soon as reasonably practicable. The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares



and Common Stock underlying the Private Placement Warrants in connection with a
liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination; PROVIDED THAT the undersigned shall be entitled to
reimbursement from the Company for the undersigned's out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

4.   None of the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive or accept from the
Company a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

5.   The undersigned shall escrow (i) the undersigned's Insider Shares (if any)
until the first anniversary of the consummation of the Business Combination and
(ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.   The undersigned's Questionnaire for Directors, Officers and Principal
Stockholders furnished to the Company and attached hereto as EXHIBIT A and the
biographical information in the Registration Statement is true and accurate in
all respects and does not omit any material information with respect to the
undersigned's background. The undersigned's NASD Questionnaire furnished to
Deutsche Bank Securities Inc. and annexed as EXHIBIT B hereto is true and
accurate in all respects. The undersigned represents and warrants that:

     6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

     6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

     6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

     6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or

                                        2


similar officer appointed by a court for the business or property of the
undersigned, or for any partnership in which the undersigned was a general
partner within the past two years, or for any corporation or business
association of which the undersigned was an executive officer within the past
two years;

     6.5     the undersigned has not been subject to any order prohibiting and
is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

     6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

     6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.   The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Company and its legal representatives
or agents (including any investigative search firm retained by the Company) any
information he or it may have about the undersigned's background and finances
("INFORMATION"), provided that the Information is used solely to determine the
truth and accuracy of the undersigned's representations hereunder and the
disclosure in the Registration Statement and for no other purpose; provided
further that the Company shall use all reasonable efforts to keep the
Information confidential and shall not disclose the Information to any other
person or entity without the prior written consent of the undersigned, unless
such disclosure (i) is required by law or regulation or requested in connection
with a judicial proceeding or governmental investigation or (ii) was disclosed
in the Registration Statement. Neither the Company nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.

8.   This letter agreement shall be binding on the Company and the undersigned
and the undersigned's respective successors, heirs, personal representatives and
assigns. This letter agreement shall terminate on the earlier of (i) the date
upon which the Business Combination is consummated and (ii) the date upon which
the liquidation and distribution of the Trust Account is completed, provided
that the following Sections shall survive such termination: 3, 4, 5, 8, 9, 10
and 11.

                                        3


9.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

10.  As used herein:

     10.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     10.2    "BUSINESS COMBINATION" shall mean the Company's initial acquisition
of one or more assets or operating businesses through a merger, capital stock
exchange, asset or stock acquisition, exchangeable share transaction or other
similar business combination.

     10.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

     Gordon A. McMillan
     Andrew A. McKay
     Robert Penteliuk
     Robert C. Hain
     Stephen T. Moore
     TFC Holdings Ltd.
     Parkwood Holdings Ltd.
     JovFunds Management Inc.

     10.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

     10.5    "IPO SHARES" shall mean the shares of Common Stock comprising the
Units issued in the Company's IPO.

     10.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants of
the Company purchased in a private placement prior to and subject to
consummation of the IPO.

     10.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

                                        4


     10.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

11.  No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.

12.  The undersigned hereby agrees that, on a date that is within the
five-day period following the date that is 30 days after the date of the
Underwriting Agreement or, if earlier, the date the Underwriters terminate
their Over-allotment Option (as defined in the Underwritng Agreement)
pursuant to the terms of the Underwriting Agreement, the undersigned will
forfeit to the Company, and the Company shall accept from the undersigned, at
no cost, the number of shares of Common Stock determined by multiplying (a)
468,750 by (b) a fraction, (i) the numerator of which is 1,875,000 minus the
number of shares of Common Stock purchased by the Underwriters upon the
exercise of their Over-allotment Option, and (ii) the demonimator of which is
1,875,000.

                  [remainder of page intentionally left blank]

                                        5


                                              Sincerely,

                                              TFC HOLDINGS LTD.


                                              By: /s/ Andrew A. McKay
                                                  ------------------------------
                                              Name: Andrew A. McKay
                                              Title: Chief Executive Officer


Accepted and agreed:

TAILWIND FINANCIAL INC.

By: /s/ Andrew A. McKay
    ---------------------------
Name:  Andrew A. McKay
Title: President and Chief Executive Officer


                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS


                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.11

                                                                   EXHIBIT 10.11

                                April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3


     Re: INITIAL PUBLIC OFFERING


Ladies and Gentlemen:


     This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Tailwind
Financial Inc., a Delaware corporation (the "COMPANY"), and Deutsche Bank
Securities Inc. (the "UNDERWRITER"), relating to an underwritten initial public
offering (the "IPO") of the Company's units (the "UNITS"), each Unit comprised
of one share of the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"), and one warrant, which is exercisable for one share of Common
Stock. Certain capitalized terms used herein are defined in paragraph 10 hereof.

     In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; and (ii) cause the Company
to liquidate as soon as reasonably practicable. The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares



and Common Stock underlying the Private Placement Warrants in connection with a
liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination; PROVIDED THAT the undersigned shall be entitled to
reimbursement from the Company for the undersigned's out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

4.   None of the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive or accept from the
Company a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

5.   The undersigned shall escrow (i) the undersigned's Insider Shares (if any)
until the first anniversary of the consummation of the Business Combination and
(ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.   The undersigned's Questionnaire for Directors, Officers and Principal
Stockholders furnished to the Company and attached hereto as EXHIBIT A and the
biographical information in the Registration Statement is true and accurate in
all respects and does not omit any material information with respect to the
undersigned's background. The undersigned's NASD Questionnaire furnished to
Deutsche Bank Securities Inc. and annexed as EXHIBIT B hereto is true and
accurate in all respects. The undersigned represents and warrants that:

     6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

     6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

     6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

     6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or

                                        2


similar officer appointed by a court for the business or property of the
undersigned, or for any partnership in which the undersigned was a general
partner within the past two years, or for any corporation or business
association of which the undersigned was an executive officer within the past
two years;

     6.5     the undersigned has not been subject to any order prohibiting and
is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

     6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

     6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.   The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Company and its legal representatives
or agents (including any investigative search firm retained by the Company) any
information he or it may have about the undersigned's background and finances
("INFORMATION"), provided that the Information is used solely to determine the
truth and accuracy of the undersigned's representations hereunder and the
disclosure in the Registration Statement and for no other purpose; provided
further that the Company shall use all reasonable efforts to keep the
Information confidential and shall not disclose the Information to any other
person or entity without the prior written consent of the undersigned, unless
such disclosure (i) is required by law or regulation or requested in connection
with a judicial proceeding or governmental investigation or (ii) was disclosed
in the Registration Statement. Neither the Company nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.

8.   This letter agreement shall be binding on the Company and the undersigned
and the undersigned's respective successors, heirs, personal representatives and
assigns. This letter agreement shall terminate on the earlier of (i) the date
upon which the Business Combination is consummated and (ii) the date upon which
the liquidation and distribution of the Trust Account is completed, provided
that the following Sections shall survive such termination: 3, 4, 5, 8, 9, 10
and 11.

                                        3


9.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

10.  As used herein:

     10.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     10.2    "BUSINESS COMBINATION" shall mean the Company's initial acquisition
of one or more assets or operating businesses through a merger, capital stock
exchange, asset or stock acquisition, exchangeable share transaction or other
similar business combination.

     10.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

     Gordon A. McMillan
     Andrew A. McKay
     Robert Penteliuk
     Robert C. Hain
     Stephen T. Moore
     TFC Holdings Ltd.
     Parkwood Holdings Ltd.
     JovFunds Management Inc.

     10.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

     10.5    "IPO SHARES" shall mean the shares of Common Stock comprising the
Units issued in the Company's IPO.

     10.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants of
the Company purchased in a private placement prior to and subject to
consummation of the IPO.

     10.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

                                        4


     10.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

11.  No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.


                  [remainder of page intentionally left blank]

                                        5


                                               Sincerely,

                                               PARKWOOD HOLDINGS LTD.


                                               By:  /s/ Andrew A. McKay
                                                  ------------------------------
                                               Name:  Andrew A. McKay
                                               Title: Chief Executive Officer


Accepted and agreed:

TAILWIND FINANCIAL INC.

By:   /s/ Andrew A. McKay
    -------------------------
Name:  Andrew A. McKay
Title: President and Chief Executive Officer

                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.12

                                                                   EXHIBIT 10.12

                               April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3

        Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

        This letter is being delivered to you in accordance with the
Underwriting Agreement (the "UNDERWRITING AGREEMENT") entered into by and
between Tailwind Financial Inc., a Delaware corporation (the "COMPANY"), and
Deutsche Bank Securities Inc. (the "UNDERWRITER"), relating to an underwritten
initial public offering (the "IPO") of the Company's units (the "UNITS"), each
Unit comprised of one share of the Company's common stock, par value $0.001 per
share (the "COMMON STOCK"), and one warrant, which is exercisable for one share
of Common Stock. Certain capitalized terms used herein are defined in paragraph
11 hereof.

        In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.      If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.      In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; (ii) cause the Company to
liquidate as soon as reasonably practicable; and (iii) jointly and severally
with Mr. Andrew A. McKay and Mr. Gordon A. McMillan, be liable to (A) pay the
costs of dissolution and liquidation to the extent such expenses exceed the



Company's assets outside of the Trust Account and (B) ensure that the proceeds
in the Trust Account are not reduced by the claims of vendors for services
rendered or products sold to the Company, as well as claims of prospective
target businesses for fees and expenses of third parties that the Company has
agreed to pay in writing in the event that the Business Combination is not
consummated with such target business. The undersigned hereby waives any and all
right, title, interest or claim of any kind in or to (x) any distribution of the
Trust Account with respect to the undersigned's Insider Shares and Common Stock
underlying the Private Placement Warrants in connection with a liquidation and
(y) any remaining net assets of the Company after such liquidation.

3.      Except as disclosed in the Registration Statement, none of the
undersigned, any member of the family of the undersigned, nor any Affiliate of
the undersigned will be entitled to receive and will not accept any compensation
for services rendered to the Company prior to or in connection with the
consummation of the Business Combination; PROVIDED THAT the undersigned shall be
entitled to reimbursement from the Company for the undersigned's out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

4.      None of the undersigned, any member of the family of the undersigned,
nor any Affiliate of the undersigned will be entitled to receive or accept from
the Company a finder's fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Combination.

5.      The undersigned shall escrow (i) the undersigned's Insider Shares (if
any) until the first anniversary of the consummation of the Business Combination
and (ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.      The undersigned's Questionnaire for Directors, Officers and Principal
Stockholders furnished to the Company and attached hereto as EXHIBIT A and the
biographical information in the Registration Statement is true and accurate in
all respects and does not omit any material information with respect to the
undersigned's background. The undersigned's NASD Questionnaire furnished to
Deutsche Bank Securities Inc. and annexed as EXHIBIT B hereto is true and
accurate in all respects. The undersigned represents and warrants that:

        6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

        6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of

                                        2


funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding;

        6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

        6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

        6.5     the undersigned has not been subject to any order prohibiting
and is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

        6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

        6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.      The undersigned will, jointly and severally with Mr. Andrew A. McKay
and Mr. Gordon A. McMillan, be liable for any costs in excess of one million
seven hundred thousand dollars ($1,700,000) incurred by the Company in
connection with its pursuit of a Business Combination. Such amounts will be
reimbursed upon consummation of a Business Combination. For purposes of
clarity, "costs" as used herein will be generally consistent with those
described in the table on page 47 and in the second full paragraph on page 49
under the section entitled "Use of Proceeds" in the Company's preliminary
prospectus dated April 5, 2007.

8.      The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to the Company and its legal
representatives or agents (including any investigative search firm retained by
the Company) any information he or it may have about the undersigned's
background and finances ("INFORMATION"), provided that the Information is used
solely to determine the truth and accuracy of the undersigned's representations
hereunder and the disclosure in the Registration Statement and for no other
purpose; provided further that the Company shall use all reasonable efforts to
keep the Information confidential and shall not disclose the Information to any
other person or entity without the prior written consent of the undersigned,
unless such disclosure (i) is required by law or regulation or requested in
connection with a judicial proceeding or governmental investigation or (ii) was
disclosed in the Registration Statement. Neither the Company nor its agents
shall be violating the undersigned's right of privacy in any manner in
requesting and obtaining the Information and the

                                        3


undersigned hereby releases them from liability for any damage whatsoever in
that connection.

9.      This letter agreement shall be binding on the Company and the
undersigned and the undersigned's respective successors, heirs, personal
representatives and assigns. This letter agreement shall terminate on the
earlier of (i) the date upon which the Business Combination is consummated and
(ii) the date upon which the liquidation and distribution of the Trust Account
is completed, provided that the following Sections shall survive such
termination: 3, 4, 5, 7, 9, 10, 11 and 12.

10.     This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

11.     As used herein:

        11.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.

        11.2    "BUSINESS COMBINATION" shall mean the Company's initial
acquisition of one or more assets or operating businesses through a merger,
capital stock exchange, asset or stock acquisition, exchangeable share
transaction or other similar business combination.

        11.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

        Gordon A. McMillan
        Andrew A. McKay
        Robert Penteliuk
        Robert C. Hain
        Stephen T. Moore
        TFC Holdings Ltd.
        Parkwood Holdings Ltd.
        JovFunds Management Inc.

        11.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

        11.5    "IPO SHARES" shall mean the shares of Common Stock comprising
the Units issued in the Company's IPO.

                                        4


        11.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants
of the Company purchased in a private placement prior to and subject to
consummation of the IPO.

        11.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

        11.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

12.     No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.

                  [remainder of page intentionally left blank]

                                        5


                                      Sincerely,

                                      JOVFUNDS MANAGEMENT INC.


                                      By:  /s/ Philip Armstrong
                                         ----------------------------------
                                      Name: Philip Armstrong
                                      Title: Director


Accepted and agreed:

TAILWIND FINANCIAL INC.


By:  /s/ Andrew A. McKay
   --------------------------
Name: Andrew A. McKay
Title: President and Chief Executive Officer

                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.13

                                                                   EXHIBIT 10.13

                                  April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3

        Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

        This letter is being delivered to you in accordance with the
Underwriting Agreement (the "UNDERWRITING AGREEMENT") entered into by and
between Tailwind Financial Inc., a Delaware corporation (the "COMPANY"), and
Deutsche Bank Securities Inc. (the "UNDERWRITER"), relating to an underwritten
initial public offering (the "IPO") of the Company's units (the "UNITS"), each
Unit comprised of one share of the Company's common stock, par value $0.001 per
share (the "COMMON STOCK"), and one warrant, which is exercisable for one share
of Common Stock. Certain capitalized terms used herein are defined in paragraph
11 hereof.

        In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.      If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.      In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; and (ii) cause the Company
to liquidate as soon as reasonably practicable. The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares



and Common Stock underlying the Private Placement Warrants in connection with a
liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.      Except as disclosed in the Registration Statement, none of the
undersigned, any member of the family of the undersigned, nor any Affiliate of
the undersigned will be entitled to receive and will not accept any compensation
for services rendered to the Company prior to or in connection with the
consummation of the Business Combination; PROVIDED THAT the undersigned shall be
entitled to reimbursement from the Company for the undersigned's out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

4.      None of the undersigned, any member of the family of the undersigned,
nor any Affiliate of the undersigned will be entitled to receive or accept from
the Company a finder's fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Combination.

5.      The undersigned shall escrow (i) the undersigned's Insider Shares (if
any) until the first anniversary of the consummation of the Business Combination
and (ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.      The undersigned agrees to be a director of the Company and currently
intends to serve until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned's
Questionnaire for Directors, Officers and Principal Stockholders furnished to
the Company and attached hereto as EXHIBIT A and the biographical information in
the Registration Statement is true and accurate in all respects and does not
omit any material information with respect to the undersigned's background. The
undersigned's NASD Questionnaire furnished to Deutsche Bank Securities Inc. and
annexed as EXHIBIT B hereto is true and accurate in all respects. The
undersigned represents and warrants that:

        6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

        6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

        6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

                                        2


        6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

        6.5     the undersigned has not been subject to any order prohibiting
and is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

        6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

        6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.      The undersigned agrees that until the earlier of (i) the consummation of
a Business Combination or the liquidation of the Company or (ii) such time as
the undersigned ceases to be an officer or director of the Company, (X) the
undersigned shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity which may reasonably
be deemed appropriate for the Company based on the description in the
Registration Statement of the Company's proposed business or which is required
to be presented to the Company under Delaware law subject to any pre-existing
fiduciary or contractual obligations the undersigned has and (Y) the undersigned
shall not assist or participate with any other person or entity in the pursuit
of or negotiation with respect to such business opportunity unless and until it
receives written notice from the Company that the Company has determined not to
pursue such business opportunity.

8.      The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to the Company and its legal
representatives or agents (including any investigative search firm retained by
the Company) any information he or it may have about the undersigned's
background and finances ("INFORMATION"), provided that the Information is used
solely to determine the truth and accuracy of the undersigned's representations
hereunder and the disclosure in the Registration Statement and for no other
purpose; provided further that the Company shall use all reasonable efforts to
keep the Information confidential and shall not disclose the Information to any
other person or entity without the prior written consent of the undersigned,
unless such disclosure (i) is required by law or regulation or requested in
connection with a judicial proceeding or governmental investigation or (ii) was
disclosed in the Registration Statement. Neither the Company nor its agents
shall be violating the undersigned's right of privacy in any manner in
requesting and obtaining the Information and the

                                        3


undersigned hereby releases them from liability for any damage whatsoever in
that connection.

9.      This letter agreement shall be binding on the Company and the
undersigned and the undersigned's respective successors, heirs, personal
representatives and assigns. This letter agreement shall terminate on the
earlier of (i) the date upon which the Business Combination is consummated and
(ii) the date upon which the liquidation and distribution of the Trust Account
is completed, provided that the following Sections shall survive such
termination: 3, 4, 5, 9, 10, 11, and 12.

10.     This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

11.     As used herein:

        11.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.

        11.2    "BUSINESS COMBINATION" shall mean the Company's initial
acquisition of one or more assets or operating businesses through a merger,
capital stock exchange, asset or stock acquisition, exchangeable share
transaction or other similar business combination.

        11.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

        Gordon A. McMillan
        Andrew A. McKay
        Robert Penteliuk
        Robert C. Hain
        Stephen T. Moore
        TFC Holdings Ltd.
        Parkwood Holdings Ltd.
        JovFunds Management Inc.

        11.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

        11.5    "IPO SHARES" shall mean the shares of Common Stock comprising
the Units issued in the Company's IPO.

                                        4


        11.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants
of the Company purchased in a private placement prior to and subject to
consummation of the IPO.

        11.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

        11.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

12.     No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.

                  [remainder of page intentionally left blank]

                                        5


                                       Sincerely,

                                         /s/ Robert C. Hain
                                       -------------------------------
                                       Name: Robert C. Hain


Accepted and agreed:

TAILWIND FINANCIAL INC.

By:  /s/ Andrew A. McKay
   -------------------------
Name: Andrew A. McKay
Title: President and Chief Executive Officer

                                        6



   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.14

                                                                   EXHIBIT 10.14

                                         April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3

        Re: INITIAL PUBLIC OFFERING

Ladies and Gentlemen:

        This letter is being delivered to you in accordance with the
Underwriting Agreement (the "UNDERWRITING AGREEMENT") entered into by and
between Tailwind Financial Inc., a Delaware corporation (the "COMPANY"), and
Deutsche Bank Securities Inc. (the "UNDERWRITER"), relating to an underwritten
initial public offering (the "IPO") of the Company's units (the "UNITS"), each
Unit comprised of one share of the Company's common stock, par value $0.001 per
share (the "COMMON STOCK"), and one warrant, which is exercisable for one share
of Common Stock. Certain capitalized terms used herein are defined in paragraph
11 hereof.

        In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.      If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.      In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; and (ii) cause the Company
to liquidate as soon as reasonably practicable. The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares



and Common Stock underlying the Private Placement Warrants in connection with a
liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.      Except as disclosed in the Registration Statement, none of the
undersigned, any member of the family of the undersigned, nor any Affiliate of
the undersigned will be entitled to receive and will not accept any compensation
for services rendered to the Company prior to or in connection with the
consummation of the Business Combination; PROVIDED THAT the undersigned shall be
entitled to reimbursement from the Company for the undersigned's out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.

4.      None of the undersigned, any member of the family of the undersigned,
nor any Affiliate of the undersigned will be entitled to receive or accept from
the Company a finder's fee or any other compensation in the event the
undersigned, any member of the family of the undersigned or any Affiliate of the
undersigned originates a Business Combination.

5.      The undersigned shall escrow (i) the undersigned's Insider Shares (if
any) until the first anniversary of the consummation of the Business Combination
and (ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.      The undersigned agrees to be a director of the Company and currently
intends to serve until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned's
Questionnaire for Directors, Officers and Principal Stockholders furnished to
the Company and attached hereto as EXHIBIT A and the biographical information in
the Registration Statement is true and accurate in all respects and does not
omit any material information with respect to the undersigned's background. The
undersigned's NASD Questionnaire furnished to Deutsche Bank Securities Inc. and
annexed as EXHIBIT B hereto is true and accurate in all respects. The
undersigned represents and warrants that:

        6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

        6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

        6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

                                        2


        6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

        6.5     the undersigned has not been subject to any order prohibiting
and is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

        6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

        6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.      The undersigned agrees that until the earlier of (i) the consummation of
a Business Combination or the liquidation of the Company or (ii) such time as
the undersigned ceases to be an officer or director of the Company, (X) the
undersigned shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity which may reasonably
be deemed appropriate for the Company based on the description in the
Registration Statement of the Company's proposed business or which is required
to be presented to the Company under Delaware law subject to any pre-existing
fiduciary or contractual obligations the undersigned has and (Y) the undersigned
shall not assist or participate with any other person or entity in the pursuit
of or negotiation with respect to such business opportunity unless and until it
receives written notice from the Company that the Company has determined not to
pursue such business opportunity.

8.      The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to the Company and its legal
representatives or agents (including any investigative search firm retained by
the Company) any information he or it may have about the undersigned's
background and finances ("INFORMATION"), provided that the Information is used
solely to determine the truth and accuracy of the undersigned's representations
hereunder and the disclosure in the Registration Statement and for no other
purpose; provided further that the Company shall use all reasonable efforts to
keep the Information confidential and shall not disclose the Information to any
other person or entity without the prior written consent of the undersigned,
unless such disclosure (i) is required by law or regulation or requested in
connection with a judicial proceeding or governmental investigation or (ii) was
disclosed in the Registration Statement. Neither the Company nor its agents
shall be violating the undersigned's right of privacy in any manner in
requesting and obtaining the Information and the

                                        3


undersigned hereby releases them from liability for any damage whatsoever in
that connection.

9.      This letter agreement shall be binding on the Company and the
undersigned and the undersigned's respective successors, heirs, personal
representatives and assigns. This letter agreement shall terminate on the
earlier of (i) the date upon which the Business Combination is consummated and
(ii) the date upon which the liquidation and distribution of the Trust Account
is completed, provided that the following Sections shall survive such
termination: 3, 4, 5, 9, 10, 11, and 12.

10.     This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

11.     As used herein:

        11.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.

        11.2    "BUSINESS COMBINATION" shall mean the Company's initial
acquisition of one or more assets or operating businesses through a merger,
capital stock exchange, asset or stock acquisition, exchangeable share
transaction or other similar business combination.

        11.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

        Gordon A. McMillan
        Andrew A. McKay
        Robert Penteliuk
        Robert C. Hain
        Stephen T. Moore
        TFC Holdings Ltd.
        Parkwood Holdings Ltd.
        JovFunds Management Inc.

        11.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

        11.5    "IPO SHARES" shall mean the shares of Common Stock comprising
the Units issued in the Company's IPO.

                                        4


        11.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants
of the Company purchased in a private placement prior to and subject to
consummation of the IPO.

        11.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

        11.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

12.     No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.

                  [remainder of page intentionally left blank]

                                        5


                                         Sincerely,

                                           /s/ Stephen T. Moore
                                         ---------------------------
                                         Name: Stephen T. Moore


Accepted and agreed:

TAILWIND FINANCIAL INC.

By: /s/ Andrew A. McKay
   -------------------------
Name: Andrew A. McKay
Title: President and Chief Executive Officer

                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.15

                                                                   EXHIBIT 10.15

                               April 17, 2007

Tailwind Financial Inc.
BCE Place, 181 Bay Street, Suite 2040
Toronto, Ontario, Canada M5J 2T3


     Re: INITIAL PUBLIC OFFERING


Ladies and Gentlemen:


     This letter is being delivered to you in accordance with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") entered into by and between Tailwind
Financial Inc., a Delaware corporation (the "COMPANY"), and Deutsche Bank
Securities Inc. (the "UNDERWRITER"), relating to an underwritten initial public
offering (the "IPO") of the Company's units (the "UNITS"), each Unit comprised
of one share of the Company's common stock, par value $0.001 per share (the
"COMMON STOCK"), and one warrant, which is exercisable for one share of Common
Stock. Certain capitalized terms used herein are defined in paragraph 11 hereof.

     In order to induce the Company and the Underwriter to enter into the
Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with
the Company and the Underwriter as follows:

1.   If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

2.   In the event that the Company fails to consummate a Business Combination
within eighteen (18) months from the effective date (the "EFFECTIVE DATE") of
the Registration Statement (or twenty-four (24) months from the Effective Date
under the circumstances described in the Registration Statement), the
undersigned will take all reasonable actions within the undersigned's power to
(i) cause the Trust Account to be liquidated and distributed to the holders of
IPO Shares in accordance with that Investment Management Trust Agreement to be
entered into by and among the Company, Deutsche Bank Securities Inc. and
American Stock Transfer & Trust Company, as Trustee; and (ii) cause the Company
to liquidate as soon as reasonably practicable. The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to (x) any
distribution of the Trust Account with respect to the undersigned's Insider
Shares



and Common Stock underlying the Private Placement Warrants in connection with a
liquidation and (y) any remaining net assets of the Company after such
liquidation.

3.   Except as disclosed in the Registration Statement, none of the undersigned,
any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination; PROVIDED THAT the undersigned shall be entitled to
reimbursement from the Company for the undersigned's out-of-pocket expenses
incurred in connection with seeking and consummating a Business Combination.

4.   None of the undersigned, any member of the family of the undersigned, nor
any Affiliate of the undersigned will be entitled to receive or accept from the
Company a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

5.   The undersigned shall escrow (i) the undersigned's Insider Shares (if any)
until the first anniversary of the consummation of the Business Combination and
(ii) the undersigned's Private Placement Warrants (if any) and any shares of
Common Stock issued upon exercise thereof until ninety (90) days after
consummation of a Business Combination, in each case subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and American Stock Transfer & Trust Company, as escrow agent, in
form and substance acceptable to the Company.

6.   The undersigned agrees to be a director of the Company and currently
intends to serve until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned's
Questionnaire for Directors, Officers and Principal Stockholders furnished to
the Company and attached hereto as EXHIBIT A and the biographical information in
the Registration Statement is true and accurate in all respects and does not
omit any material information with respect to the undersigned's background. The
undersigned's NASD Questionnaire furnished to Deutsche Bank Securities Inc. and
annexed as EXHIBIT B hereto is true and accurate in all respects. The
undersigned represents and warrants that:

     6.1     the undersigned is not subject to, or a respondent in, any legal
action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of
securities in any jurisdiction;

     6.2     the undersigned has never been convicted of or pleaded guilty to
any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in
any securities and he is not currently a defendant in any such criminal
proceeding;

     6.3     the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked;

                                        2


     6.4     a petition under any federal bankruptcy laws or any state,
territorial or provincial insolvency law was not filed by or against, nor was a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of the undersigned, or for any partnership in which the undersigned
was a general partner within the past two years, or for any corporation or
business association of which the undersigned was an executive officer within
the past two years;

     6.5     the undersigned has not been subject to any order prohibiting and
is not subject to any legal proceeding seeking to prohibit him or her from
engaging in any type of business practice;

     6.6     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Securities and Exchange Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
securities law; and

     6.7     the undersigned has not been found by a court of competent
jurisdiction in a civil action by the Commodity Futures Trading Commission or by
any other federal, state, territorial or provincial administrative or regulatory
authority to have violated any federal, state, territorial or provincial
commodities law.

7.   The undersigned agrees that until the earlier of (i) the consummation of a
Business Combination or the liquidation of the Company or (ii) such time as the
undersigned ceases to be an officer or director of the Company, (X) the
undersigned shall present to the Company for its consideration, prior to
presentation to any other entity, any business opportunity which may reasonably
be deemed appropriate for the Company based on the description in the
Registration Statement of the Company's proposed business or which is required
to be presented to the Company under Delaware law subject to any pre-existing
fiduciary or contractual obligations the undersigned has and (Y) the undersigned
shall not assist or participate with any other person or entity in the pursuit
of or negotiation with respect to such business opportunity unless and until it
receives written notice from the Company that the Company has determined not to
pursue such business opportunity.

8.   The undersigned authorizes any employer, financial institution, or consumer
credit reporting agency to release to the Company and its legal representatives
or agents (including any investigative search firm retained by the Company) any
information he or it may have about the undersigned's background and finances
("INFORMATION"), provided that the Information is used solely to determine the
truth and accuracy of the undersigned's representations hereunder and the
disclosure in the Registration Statement and for no other purpose; provided
further that the Company shall use all reasonable efforts to keep the
Information confidential and shall not disclose the Information to any other
person or entity without the prior written consent of the undersigned, unless
such disclosure (i) is required by law or regulation or requested in connection
with a judicial proceeding or governmental investigation or (ii) was disclosed
in the Registration Statement. Neither the Company nor its agents shall be
violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the

                                        3


undersigned hereby releases them from liability for any damage whatsoever in
that connection.

9.   This letter agreement shall be binding on the Company and the undersigned
and the undersigned's respective successors, heirs, personal representatives and
assigns. This letter agreement shall terminate on the earlier of (i) the date
upon which the Business Combination is consummated and (ii) the date upon which
the liquidation and distribution of the Trust Account is completed, provided
that the following Sections shall survive such termination: 3, 4, 5, 9, 10,
11, and 12.

10.  This letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the
undersigned hereby (i) agrees that any action, proceeding or claim against him
or it arising out of or relating in any way to this letter agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

11.  As used herein:

     11.1    "AFFILIATE" shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     11.2    "BUSINESS COMBINATION" shall mean the Company's initial acquisition
of one or more assets or operating businesses through a merger, capital stock
exchange, asset or stock acquisition, exchangeable share transaction or other
similar business combination.

     11.3    "INSIDERS" shall mean all officers and directors of the Company
immediately prior to the IPO and each of the following:

     Gordon A. McMillan
     Andrew A. McKay
     Robert Penteliuk
     Robert C. Hain
     Stephen T. Moore
     TFC Holdings Ltd.
     Parkwood Holdings Ltd.
     JovFunds Management Inc.

     11.4    "INSIDER SHARES" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO.

     11.5    "IPO SHARES" shall mean the shares of Common Stock comprising the
Units issued in the Company's IPO.

                                        4


     11.6    "PRIVATE PLACEMENT WARRANT" shall mean up to 4,700,000 warrants of
the Company purchased in a private placement prior to and subject to
consummation of the IPO.

     11.7    "REGISTRATION STATEMENT" shall mean the registration statement
filed by the Company on Form S-1 (No. 333-135790) with the Securities and
Exchange Commission on July 14, 2006, and any amendment or supplement thereto,
in connection with the IPO.

     11.8    "TRUST ACCOUNT" shall mean the trust account established with
American Stock Transfer & Trust Company, the amounts therein to be released
only in the event of either the consummation of a Business Combination or a
liquidation of the Company except for up to $1,600,000 of interest earned
(net of taxes) which will be released to the Company to fund a portion of
their working capital expenses.

12.  No term or provision of this letter agreement may be amended, changed,
waived, altered or modified except by written instrument executed and delivered
by the undersigned and the Company.


                  [remainder of page intentionally left blank]

                                        5


                                           Sincerely,

                                             /s/ Philip Armstrong
                                           ----------------------------------
                                           Name: Philip Armstrong


Accepted and agreed:

TAILWIND FINANCIAL INC.

By: /s/ Andrew A. McKay
    ---------------------------
Name:  Andrew A. McKay
Title: President and Chief Executive Officer

                                        6


   EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

                                        7


                          EXHIBIT B: NASD QUESTIONNAIRE

EX-10.18

                                                                   EXHIBIT 10.18
                               AMENDMENT NO. 1 TO
                           SECURITIES ESCROW AGREEMENT

     THIS AMENDMENT NO. 1 (this "AMENDMENT") to the SECURITIES ESCROW AGREEMENT
(the "ORIGINAL AGREEMENT"), dated as of April 17, 2007, by and among TAILWIND
FINANCIAL INC., a Delaware corporation (the "COMPANY"), the holders of
securities of the Company set forth on EXHIBIT A to the Original Agreement
(the "INITIAL HOLDERS") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New
York corporation (the "ESCROW AGENT") is entered into as of this 15th day of
May, 2007 by and among the Company and the other signatories hereto.

     1. DEFINITIONS. All capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Original Agreement.

     2. AMENDMENT OF SECTION 4.3. Section 4.3 of the Original Agreement shall be
deleted in its entirety and replaced with the following:

     "4.3 RESTRICTIONS ON TRANSFER. During the Escrow Share Period, no sale,
transfer or other disposition (a "TRANSFER") may be made of any or all of the
Escrow Shares, and during the Escrow Warrant Period, no Transfer may be made of
any or all of the Escrow Warrants, in each case by an Initial Holder or
permitted transferee thereof except (i) to a Holder, (ii) by gift to a member of
a Holder's immediate family for estate planning purposes or to a trust, the
beneficiary of which is a Holder and/or a member of a Holder's immediate family,
(iii) to one or more corporations, charitable foundations, or other entities
controlled by a Holder and/or one or more of such Holder's immediate family
members, (iv) by virtue of the laws of descent and distribution upon death of a
Holder, or (v) pursuant to a qualified domestic relations order; PROVIDED,
HOWEVER, that such permitted Transfers may be implemented only upon the
respective transferee's written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Initial
Holder transferring the Escrow Securities. During: (A) the Escrow Share Period,
no Common Holder shall pledge or grant a security interest in his or its
Escrow Shares or grant a security interest in his or its rights under this
Agreement; and (B) the Escrow Warrant Period, no Warrant Holder shall pledge
or grant a security interest in his or its Escrow Warrants or grant a
security interest in his or its rights under this Agreement. As used in this
Section 4.3, the term "Holder" shall mean and include (1) each Initial
Holder, (2) Gordon A. McMillan, (3) Andrew A. McKay, and (4) JovFunds
Management Inc."

     3. FULL FORCE AND EFFECT. Except as expressly amended hereby, the Original
Agreement shall continue in full force and effect in accordance with the
provisions thereof.



     4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to its
conflicts of laws provisions.

     5. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one agreement.

     6. HEADINGS. All section titles and captions contained in this Amendment
are for convenience only and shall not be deemed a part of this Amendment.

     7. SEVERABILITY. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.


                  [Remainder of Page Intentionally Left Blank]


                                       2


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.

                                           TAILWIND FINANCIAL INC.


                                           By: /s/ Andrew A. McKay
                                               ------------------------------
                                           Name:  Andrew A. McKay
                                           Title: Chief Executive Officer and
                                                  President

                                           INITIAL HOLDERS:

                                           TFC HOLDINGS LTD.


                                           By: /s/ Andrew A. McKay
                                               ------------------------------
                                           Name:  Andrew A. McKay
                                           Title: Chief Executive Officer

                                           PARKWOOD HOLDINGS LTD.


                                           By: /s/ Andrew A. McKay
                                               ------------------------------
                                           Name:  Andrew A. McKay
                                           Title: Chief Executive Officer

                                           ESCROW AGENT:
                                           AMERICAN STOCK TRANSFER
                                           & TRUST COMPANY


                                           By: /s/ Herbert J. Lemmer
                                               ------------------------------
                                           Name:  Herbert J. Lemmer
                                           Title: Vice President

AGREED TO AND ACKNOWLEDGED:

DEUTSCHE BANK SECURITIES INC.

By: /s/ Neil Abromavage
    -------------------------
Name:  Neil Abromavage
Title: Director

EX-10.19

                                                                   EXHIBIT 10.19


                              INDEMNIFICATION AGREEMENT

     This Indemnification Agreement ("AGREEMENT") is entered into as of the __
day of _____ 2007 by and between Tailwind Financial Inc., a StateplaceDelaware
corporation (the "COMPANY"), and [DIRECTOR OR OFFICER NAME] ("INDEMNITEE").

                                    RECITALS

     A. The Company and Indemnitee each recognize the difficulty for the Company
in maintaining adequate liability insurance for its directors, officers,
employees, agents and fiduciaries, and the general reductions in the coverage of
such insurance.

     B. The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been limited.

     C. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve the Company and, in part, in
order to induce Indemnitee to provide services to the Company, wishes to provide
for the indemnification and advancing of expenses to Indemnitee to the maximum
extent permitted by law.

     D. In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

     1.   INDEMNIFICATION.

          (a) INDEMNIFICATION OF EXPENSES. The Company shall indemnify
Indemnitee to the fullest extent permitted by law if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any threatened, pending or
completed action, suit, proceeding or alternative dispute resolution mechanism,
or any hearing, inquiry or investigation that Indemnitee in good faith believes
might lead to the institution of any such action, suit, proceeding or
alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other (hereinafter a "CLAIM") by reason of (or
arising in part out of) any event or occurrence related to the fact that
Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company, or any subsidiary of the Company, or is or was serving at the request
of the Company as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "INDEMNIFIABLE EVENT") against any and all expenses
(including reasonable attorneys' fees and all other reasonable costs, expenses
and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, be
a witness in or participate in, any such action, suit,



proceeding, alternative dispute resolution mechanism, hearing, inquiry or
investigation), judgments, fines, penalties and amounts paid in settlement (if
such settlement is approved in advance by the Company, which approval shall not
be unreasonably withheld) of such Claim and any federal, state, local or foreign
taxes imposed on Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement (collectively, hereinafter "EXPENSES"), including
all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses. Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than twenty (20) days
after written demand by Indemnitee therefor is presented to the Company.

          (b) REVIEWING PARTY. Notwithstanding the foregoing, (i) the
obligations of the Company under Section 1(a) shall be subject to the condition
that the Reviewing Party (as described in Section 10(e) hereof) shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would
not be permitted to be indemnified under applicable law, and (ii) the obligation
of the Company to make an advance payment of Expenses to Indemnitee pursuant to
Section 2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts theretofore paid; PROVIDED, HOWEVER, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). Indemnitees' obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged thereon. If
there has not been a Board Majority Change (as defined in Section 10(c) hereof),
the Reviewing Party shall be selected by the Company's Board of Directors (the
"BOARD OF DIRECTORS"), and if there has been such a Board Majority Change, the
Reviewing Party shall be the Independent Legal Counsel referred to in Section
2(c) hereof. If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law, Indemnitee shall
have the right to commence litigation seeking an initial determination by the
court or challenging any such determination by the Reviewing Party or any aspect
thereof, including the legal or factual bases therefor, and the Company hereby
consents to service of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Indemnitee.

          (c) BOARD MAJORITY CHANGE. The Company agrees that if there is a Board
Majority Change of the Company then, with respect to all matters thereafter
arising concerning the rights of Indemnitees to payments of Expenses and Expense
Advances under this Agreement or any other agreement or under the Company's
Amended and Restated Certificate of Incorporation or Bylaws, as now or hereafter
in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall
be selected by the Company and approved by the Indemnitee (which approval shall
not be unreasonably withheld). Such counsel, among other things, shall render
its written opinion to the Company and Indemnitee as to whether and to what
extent Indemnitee would be permitted to be

                                       2



indemnified under applicable law and the Company agrees to abide by such
opinion. The Company agrees to pay the reasonable fees of the Independent Legal
Counsel referred to above and to fully indemnify such counsel against any and
all expenses (including reasonable attorneys' fees), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.

          (d) MANDATORY PAYMENT OF EXPENSES. Notwithstanding any other provision
of this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in
the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith.

     2.   EXPENSES; INDEMNIFICATION PROCEDURE.

          (a) ADVANCEMENT OF EXPENSES. The Company shall advance all Expenses
incurred by Indemnitee. The advances to be made hereunder shall be paid by the
Company to Indemnitee as soon as practicable but in any event no later than
twenty (20) days after written demand by Indemnitee therefor to the Company.

          (b) NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a condition
precedent to Indemnitees' right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Chief Executive
Officer of the Company at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in writing to
Indemnitee). In addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within Indemnitees'
power.

          (c) NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of NOLO CONTENDERE, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a determination as to
whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law, shall be a defense to Indemnitee's claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any
particular belief. In connection with any determination by the Reviewing Party
or otherwise as to whether Indemnitee is entitled to be indemnified hereunder,
the burden of proof shall be on the Company to establish that Indemnitee is not
so entitled.

          (d) NOTICE TO INSURERS. If, at the time of the receipt by the Company
of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may

                                       3



cover such Claim, the Company shall give prompt notice of the commencement of
such Claim to its insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all
amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.

          (e) SELECTION OF COUNSEL. In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be entitled to
assume the defense of such Claim with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, upon the delivery to Indemnitee of
written notice of its election so to do. After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
PROVIDED that, (i) Indemnitee shall have the right to employ its own counsel in
any such Claim at Indemnitee's expense and (ii) if (A) the employment of counsel
by Indemnitee has been previously authorized by the Company, (B) Indemnitee
shall have reasonably concluded, based on a written opinion of counsel, that
there is a conflict of interest between the Company and Indemnitee in the
conduct of any such defense, and (C) the Company shall not continue to retain
such counsel to defend such Claim, then the reasonable fees and expenses of
Indemnitee counsel shall be at the expense of the Company. The Company shall
have the right to conduct such defense as it sees fit in its sole discretion,
including the right to settle any claim against Indemnitee without the consent
of Indemnitee.

     3.   ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

          (a) SCOPE. The Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is
not specifically authorized by the other provisions of this Agreement, the
Company's Amended and Restated Certificate of Incorporation, the Company's
Bylaws or by statute. In the event of any change after the date of this
Agreement in any applicable law, statute or rule which expands the right of a
Delaware corporation to indemnify a member (or former member) of its board of
directors or an officer, employee, agent or fiduciary, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to
indemnify a member (or former member) of its board of directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or on the parties' rights and obligations hereunder
except as set forth in Section 8(a) hereof.

          (b) NONEXCLUSIVITY. The indemnification provided by this Agreement
shall be in addition to any rights to which Indemnitee may be entitled under the
Company's Amended and Restated Certificate of Incorporation, its Bylaws, any
agreement, any vote of stockholders or disinterested directors, the Delaware
General Corporation Law ("DGCL"), or otherwise. The indemnification provided
under this Agreement shall continue as to Indemnitee for any action Indemnitee
took or did not take while serving in an indemnified capacity even though
Indemnitee may have ceased to serve in such capacity.

                                       4




     4.   NO DUPLICATION OF PAYMENTS. The Company shall not be liable under
this Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, the Company's Amended and Restated Certificate
of Incorporation, the Company's Bylaws or otherwise) of the amounts otherwise
indemnifiable hereunder.

     5.   PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses incurred in connection with any Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

     6.   MUTUAL ACKNOWLEDGEMENT. Both the Company and Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may
prohibit the Company from indemnifying its directors, officers, employees,
agents or fiduciaries under this Agreement or otherwise. Indemnitee
understands and acknowledges that the Company has undertaken or may be
required in the future to undertake with the Securities and Exchange
Commission the question of indemnification in a court in certain
circumstances for a determination of the Company's right under public policy
to indemnify Indemnitee.

     7.   LIABILITY INSURANCE.

          (a) Except as provided in (b) below, the Company hereby agrees to use
its best efforts to obtain and maintain directors and officers liability
insurance for the Indemnitee for so long as the Indemnitee shall continue to
serve as a director and/or officer and thereafter so long as the Indemnitee
shall be subject to any possible Claim (as defined below) by reason of the fact
that the Indemnitee was a director and/or officer.

          (b) The Company shall have no obligation hereunder to obtain or
maintain directors and officers liability insurance if, in the reasonable
business judgment of the Board of Directors of the Company, such insurance is
not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, or the coverage provided by
such insurance is limited, by exclusions or otherwise, so as to provide an
insufficient benefit.

          (c) In all policies of directors and officers liability insurance, the
Indemnitee shall be covered as an insured party in such a manner as to provide
the Indemnitee the same rights and benefits, subject to the same limitations, as
are accorded to the Company's executive officer or director most favourably
insured by such policies.

          (d) The Company shall give prompt written notice to the Indemnitee of
any material amendment or other change or modification, or any proposed
amendment, change or modification, to any policy of directors and officers
liability insurance maintained by the Company and covering the Indemnitee which
affects the amount of coverage with respect to Indemnitee.

     8.   EXCEPTIONS. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

                                       5



          (a) EXCLUDED ACTION OR OMISSIONS. To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions from which Indemnitee may not be
relieved of liability under applicable law;

          (b) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses
to Indemnitee with respect to Claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except (i) with respect to actions or
proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other agreement or insurance policy of the Company or
under the Company's Amended and Restated Certificate of Incorporation or Bylaws
now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in
specific cases if the Board of Directors has approved the initiation or bringing
of such Claim, or (iii) as otherwise required under Section 145 of the DGCL,
regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery, as the case may
be;

          (c) LACK OF GOOD FAITH. To indemnify Indemnitee for any expenses
incurred by Indemnitee with respect to any proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
proceeding was not made in good faith or was frivolous; or

          (d) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for expenses
and the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), or any similar successor statute.

     9.   PERIOD OF LIMITATIONS. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or
legal representatives after the expiration of two (2) years from the date of
accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; PROVIDED,
HOWEVER, that if any shorter period of limitations is otherwise applicable to
any such cause of action, such shorter period shall govern.

     10.  CONSTRUCTION OF CERTAIN PHRASES.

          (a) For purposes of this Agreement, references to the "COMPANY" shall
include, in addition to the resulting corporation, any constituent corporation
or legal entity (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees,
agents or fiduciaries, so that if Indemnitee is or was a director, officer,
employee, agent or fiduciary of such constituent corporation or legal entity, or
is or was serving at the request of such constituent corporation or legal entity
as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise or
legal entity, Indemnitee shall stand in the same position under the provisions
of this Agreement with respect to the resulting or surviving corporation or
legal entity as Indemnitee would have with respect to such constituent
corporation or legal entity if its separate existence had continued.


                                       6



          (b) For purposes of this Agreement, references to an "OTHER
ENTERPRISE" shall include an employee benefit plan; references to "FINES" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to "SERVING AT THE REQUEST OF THE COMPANY" shall
include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries.

          (c) For purposes of this Agreement, "BOARD MAJORITY CHANGE" shall mean
the board members in office on the date hereof shall no longer constitute a
majority of the Board of Directors of the Company.

          (d) For purposes of this Agreement, "INDEPENDENT LEGAL COUNSEL" shall
mean an attorney or firm of attorneys, selected in accordance with the
provisions of Section 1(c) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three (3) years (other
than with respect to matters concerning the rights of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity agreements).

          (e) For purposes of this Agreement, a "REVIEWING PARTY" shall mean any
appropriate person or body consisting of a member or members of the Board of
Directors or any other person or body appointed by the Board of Directors who is
not a party to the particular Claim for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.

          (f) For purposes of this Agreement, "VOTING SECURITIES" shall mean any
securities of the Company that vote generally in the election of directors.

     11.  COUNTERPARTS. This Agreement may be executed by facsimile and in
one or more counterparts, all of which taken together shall constitute one
document.

     12.  BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses,
heirs, and personal and legal representatives. The Company shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.
This Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve as a
director, officer, employee, agent or fiduciary of the Company or of any
other enterprise at the Company's request.

     13.  ATTORNEYS' FEES. In the event that any action is instituted by
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the
advancement of Expenses with respect to such action,

                                       7




unless, as a part of such action, a court of competent jurisdiction over such
action determines that each of the material assertions made by Indemnitee as a
basis for such action was not made in good faith or was frivolous. In the event
of an action instituted by or in the name of the Company under this Agreement to
enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all Expenses incurred by Indemnitee in defense of such
action (including costs and expenses incurred with respect to Indemnitee
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement of Expenses with respect to such action, unless, as a part of
such action, a court having jurisdiction over such action determines that each
of Indemnitee's material defenses to such action was made in bad faith or was
frivolous.

     14.  NOTICE. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall in
any event be deemed to be given (a) five (5) days after deposit with the
United States Postal Service or other applicable postal service, if delivered
by first class mail, postage prepaid, (b) upon delivery, if delivered by
hand, (c) one business day after the business day of deposit with Federal
Express or similar overnight courier, freight prepaid, or (d) one day after
the business day of delivery by facsimile transmission, if delivered by
facsimile transmission, with copy by first class mail, postage prepaid, and
shall be addressed if to Indemnitee, at the Indemnitee address as set forth
beneath Indemnitee's signature to this Agreement and if to the Company at the
address of its principal corporate offices (attention: Chief Executive
Officer) or at such other address as such party may designate by advance
written notice to the other party hereto.

     15.  CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement and agree that any action
instituted under this Agreement shall be commenced, prosecuted and continued
only in the Court of Chancery of the State of Delaware in and for New Castle
County, which shall be the exclusive and only proper forum for adjudicating
such a claim.

     16.  SEVERABILITY. The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of this
Agreement containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

     17.  CHOICE OF LAW. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
StateDelaware, as applied to contracts between StateDelaware residents,
entered into and to be performed entirely within the State of
placeStateDelaware, without regard to the conflict of laws principles thereof.

     18.  SUBROGATION. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable
the Company effectively to bring suit to enforce such rights.

                                       8




     19.  AMENDMENT AND TERMINATION. No amendment, modification, termination
or cancellation of this Agreement shall be effective unless it is in writing
signed by both the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

     20.  INTEGRATION AND ENTIRE AGREEMENT. Subject to Section 3(b), this
Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject matter
hereof between the parties hereto.

     21.  NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries.

                            [SIGNATURE PAGES FOLLOW]



                                       9




     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement as of the date first above written.

                                TAILWIND FINANCIAL INC.

                                By:
                                   -------------------------------------------

                                Title:
                                       ---------------------------------------

                                Address: BCE PLACE, 181 BAY STREET, SUITE 2040
                                         TORONTO, ONTARIO, CANADA M5J 2T3



AGREED TO AND ACCEPTED BY:

Signature:
          -------------------------------------
Printed Name:
              ---------------------------------
Address:
         --------------------------------------

         --------------------------------------

         --------------------------------------






                                       10

EX-31.1

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Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
of the Principal Executive Officer

I, Andrew A. McKay, certify that:

1.

I have reviewed this annual report on Form 10-K of Tailwind Financial Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (c)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 25, 2007

By: /s/  ANDREW A. MCKAY Name:    Andrew A. McKay
Title:      Chief Executive Officer

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Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Executive Officer

EX-31.2

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Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
of the Principal Financial Officer

I, John Anderson, certify that:

1.

I have reviewed this annual report on Form 10-K of Tailwind Financial Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (c)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 25, 2007

By: /s/  JOHN ANDERSON Name:    John Anderson
Title:      Chief Financial Officer

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Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of the Principal Financial Officer

EX-32.1

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Exhibit 32.1

Certification of Principal Executive Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

        In connection with the Annual Report on Form 10-K for the year ended June 30, 2007 (the "Report") of Tailwind Financial Inc. (the "Registrant"), as filed with the Securities and Exchange Commission on the date hereof, I, Andrew A. McKay, Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: September 25, 2007 /s/  ANDREW A. MCKAY Name:  Andrew A. McKay
Title:    Chief Executive Officer
(principal executive officer)

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Exhibit 32.1

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

EX-32.2

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Exhibit 32.2

Certification of Principal Financial Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

        In connection with the Annual Report on Form 10-K for the year ended June 30, 2007 (the "Report") of Tailwind Financial Inc. (the "Registrant"), as filed with the Securities and Exchange Commission on the date hereof, I, John Anderson, Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: September 25, 2007 /s/  JOHN ANDERSON Name:  John Anderson
Title:    Chief Financial Officer
(principal financial officer)

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Exhibit 32.2

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)