EXHIBIT 10.1 LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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VIE FINANCIAL GROUP INC | PIPER JAFFRAY COMPANIES | VIE SECURITIES, LLC

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Title: EXHIBIT 10.1 LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Delaware Date: 9/22/2004
Industry: BROKER Law Firm: Dorsey & Whitney LLP; Wilmer Cutler Pickering Hale and Dorr LLP Sector: FINANC

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LLC Membership Interest Purchase Agreement

EXHIBIT 10.1

LLC MEMBERSHIP INTEREST

PURCHASE AGREEMENT

by and among

PIPER JAFFRAY COMPANIES,

VIE FINANCIAL GROUP, INC.

and

VIE SECURITIES, LLC

September 21, 2004

EXECUTION COPY

TABLE OF CONTENTS


Article I The Acquisition		2

1.1 Purchase and Sale of Equity Interest		2
1.2 Purchase Price		2
1.3 Closing Transactions		2
1.4 Purchase Price Allocation		3
1.5 Taking of Necessary Action; Further Action		3

Article II Representations and Warranties of Seller		3

2.1 Incorporation and Corporate Power		3
2.2 Title to Equity Interest		3
2.3 Execution, Delivery; Valid and Binding Agreement		4
2.4 No Violations		4

Article III Representations and Warranties Regarding the Company		5

3.1 Formation; Power and Authority		5
3.2 Capitalization		5
3.3 [Reserved]		6
3.4 Execution, Delivery; Valid and Binding Agreement		6
3.5 No Violations, Regulatory Filings and Consents		6
3.6 Financial Statements		7
3.7 Absence of Undisclosed Liabilities		8
3.8 Absence of Certain Developments		8
3.9 Title to Properties		10
3.10 Accounts Receivable		10
3.11 Tax Matters		10
3.12 Contracts and Commitments		11
3.13 Intellectual Property		13
3.14 Litigation		13
3.15 Employees		14
3.16 Employee Benefit Plans		14
3.17 Insurance		16
3.18 Clients		17
3.19 Compliance with Laws		17
3.20 Environmental Matters		18
3.21 Bank Accounts		18
3.22 Indemnification Obligations		18
3.23 Brokerage		18
3.24 Information Statement		19
3.25 Registrations		19
3.26 Disclosure		20


		-i-		EXECUTION COPY


Article IV Representations and Warranties of Buyer		20

4.1 Incorporation and Corporate Power		20
4.2 Execution, Delivery; Valid and Binding Agreement		20
4.3 No Violations		20
4.4 NYSE Requirements		21
4.5 Consents		21
4.6 Financing		21
4.7 Investment Intent		21
4.8 Information Statement		21
4.9 Due Diligence by the Buyer		21

Article V Conduct Prior to the Closing		22

5.1 Conduct of the Business		22
5.2 Access to Books and Records		23
5.3 Maintenance of Minimum Financial Targets for the Company		24
5.4 Transfer of Assets and Liabilities		24

Article VI Additional Agreements		24

6.1 Regulatory Filings		24
6.2 Conditions		25
6.3 No Negotiations		25
6.4 Employee Benefit Plans		27
6.5 Confidentiality		27
6.6 Notification of Certain Matters		27
6.7 Nondisparagement		27
6.8 Litigation Support		28
6.9 Assignment of Confidentiality Agreements		28
6.10 Intercompany Contracts		28
6.11 Transaction Expenses		28
6.12 Transfer Taxes		28
6.13 COBRA Liability		28
6.14 Insurance Coverages		29
6.15 Additional Funding		29

Article VII Conditions to Closing		29

7.1 Conditions to Obligations of Each Party to Effect the Acquisition		29
7.2 Additional Conditions to Buyer’s Obligations		30
7.3 Additional Conditions to Seller’s Obligations		32

Article VIII Termination		33

8.1 Termination		33
8.2 Effect of Termination		33

Article IX Survival; Indemnification		33

9.1 Survival of Representations and Warranties		33


		-ii-		EXECUTION COPY


Article X Miscellaneous		33

10.1 Press Releases and Announcements		33
10.2 Expenses		34
10.3 Amendment and Waiver		34
10.4 Notices		34
10.5 Interpretation		35
10.6 No Third Party Beneficiaries		35
10.7 Severability		35
10.8 Complete Agreement		35
10.9 Assignment		35
10.10 Counterparts		35
10.11 Governing Law		35
10.12 Submission to Jurisdiction		36
10.13 Waiver of Jury Trial		36
10.14 Further Assurances		36


		-iii-		EXECUTION COPY

Schedules

Disclosure Schedule


		-iv-		EXECUTION COPY

INDEX OF DEFINED TERMS


10-K		3
Acquisition		1
Acquisition Proposal		26
Agreement		1
Annual Financial Statements		7
Audited Balance Sheet		7
Balance Sheet Date		8
Buyer		1
Buyer Indemnified Parties		29
Buyer Representatives		23
Charter Documents		5
Client		12
Closing		2
Closing Date		2
COBRA		28
Code		3
Company		1
Company Disclosure Documents		19
Company Intellectual Property		13
Company Reports		7
Company SEC Reports		7
Contracts		12
Controlling Stockholders		1
Covered Employees		29
Delaware Law		1
DFJ		1
Disclosure Schedule		3
Environmental Laws		18
Equity Acquisition		1
Equity Interest		1
ERISA		15
ERISA Affiliates		15
Exchange Act		10
Executive Committee		1
Governing Documents		5
Governmental Entity		4
Information Statement		19
Innovations		1
Interim Funding		29
Joint Written Action		1
Key Employees		14
knowledge		35
Latest Financial Statements		7
Law		4


		-i-		EXECUTION COPY


Lease		10
Liens		2
LLC Agreement		5
Losses		29
Manager Interest		1
Material Adverse Effect		5
NASD		4
NYSE		21
Parent SEC Reports		3
Permitted Liens		8
Person		35
Pro Forma Balance Sheet		8
Purchase Price		2
Purchase Price Allocation		3
Real Property		10
Registered Personnel		19
Representatives		25
Returns		10
SEC		4
Self-Regulatory Organizations		21
Seller		1
Seller COBRA Beneficiaries		29
Seller Indemnified Parties		29
SOFTBANK		1
Superior Proposal		27
Tax		11