NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”) is made by and between Broadpoint Securities Group, Inc., a New York corporation and its successors (“Broadpoint”), and the undersigned prospective stockholder (the “Stakeholder”) in Broadpoint.

WHEREAS, an Agreement and Plan of Merger by and among Broadpoint, Magnolia Advisory LLC, Gleacher Partners Inc., certain of the stockholders of Gleacher Partners Inc., and each of the holders of interests in Gleacher Holdings, LLC, dated as of March 2, 2009 (the “Merger Agreement”) will be entered into concurrently with the execution of this Agreement, pursuant to which Gleacher Partners Inc. will be merged with and into Magnolia Advisory LLC (the “Merger”);

WHEREAS, in connection with the Merger, Stakeholder shall receive significant consideration pursuant to the terms of the Merger Agreement;

WHEREAS, as a condition to the Merger, the Merger Agreement contemplates, among other things, that Stakeholder shall enter into this Agreement; and

WHEREAS, as a condition to the Merger, the Merger Agreement also contemplates Stakeholder and Broadpoint Capital, Inc. (“Company”) shall enter into an Employment Agreement concurrently with the execution of this Agreement (the “Employment Agreement”).

NOW, THEREFORE, in consideration of the mutual promises made herein, Broadpoint and the Stakeholder hereby agree as follows:

1.           Covenant Not to Compete or Solicit.

(a)           Non-Competition.  Until the third anniversary of the Closing Date, as defined in the Merger Agreement (the “Term”), the Stakeholder shall not (other than on behalf of Broadpoint and Company), without the prior written consent of Broadpoint, directly or indirectly, either on his own behalf or on behalf of any other person, (i) engage in a Competitive Business Activity (as defined below) anywhere in the Restricted Territory (as defined below), or (ii) induce, persuade or attempt to induce or persuade any customer, supplier or other person having business dealings with Broadpoint, Company or any of their affiliates to restrict its business relationship or dealings with Broadpoint, Company or any such affiliate, or (iii) make any statement or other communication that impugns or attacks the reputation or character of Broadpoint, Company or any of their affiliates, or damages the goodwill of any of them.  During the Term, none of Broadpoint, Company or any of their affiliates shall make any statement or other communications that impugns or attacks the reputation or character of the Stakeholder, or damages the goodwill of the Stakeholder and Broadpoint, Company and their affiliates shall instruct their respective directors and executive officers not to make

any such statements.  Upon termination of the Merger Agreement without the prior occurrence of the Closing Date, this Agreement shall automatically terminate and be of no further force or effect.  For all purposes of this Agreement, “affiliate” shall mean a controlled affiliate.

For all purposes hereof, the term “Competitive Business Activity” shall mean:  (i) engaging in, or managing or directing persons engaged in any business in competition with the business of Broadpoint, Company or any of their affiliates; (ii) acquiring or having an ownership interest in any entity that derives revenues from any business in competition with the business of Broadpoint, Company or any of their affiliates (except for passive ownership of five percent (5%) or less of any entity whose securities are publicly traded on a national securities exchange or market or five percent (5%) or less of any entity whose securities are not publicly traded on a national securities exchange or market); or (iii) participating in the operation, management or control of any firm, partnership, corporation, entity or business (each, an “Entity”) described in clause (ii) of this sentence.  Notwithstanding anything contained herein to the contrary, the Stakeholder’s ownership interest in and/or continued provision of services to Gleacher Mezzanine Funds and/or Gleacher Fund Advisors shall in no event be deemed a Competitive Business Activity or give rise to a breach of this Agreement; provided that Stakeholder does not devote more than ten hours to the provision of such services during any month during the term of the Employment Agreement.

For all purposes hereof, the term “Restricted Territory” shall mean each and every country, province, state, city or other political subdivision of North America, Central America, South America, Asia, Australia and Europe in which Broadpoint, Company or any of their affiliates is currently engaged in business or otherwise distributes, licenses or sells its products.

(b)           Non-Solicitation.  During the Term, the Stakeholder shall not solicit, encourage or take any other action which is intended to induce or encourage, or could reasonably be expected to have the effect of inducing or encouraging, any employee of Broadpoint or any of its subsidiaries to terminate his employment with Broadpoint or any such subsidiary.

(c)           The covenants contained in Section 1(a) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision of the Restricted Territory.  Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section 1(a) hereof.  If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.  In the event that the provisions of this Section 1 are deemed to exceed the time, geographic or scope limitations permitted by applicable law of a country, province, state, city or other political subdivision of the Restricted Territory, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws or the relevant jurisdiction.

(d)           The Stakeholder acknowledges that (i) the goodwill associated with Gleacher Partners Inc. prior to the Merger is an integral component of the value of Broadpoint and Company following the Merger and is reflected in the consideration to be received by the Stakeholder, and (ii) the Stakeholder’s agreement as set forth herein is necessary to preserve the value of Broadpoint and Company following the Merger.  The Stakeholder also acknowledges that the limitations of time, geography and scope of activity agreed to in this Agreement are reasonable because, among other things, (A) Broadpoint and Company are engaged in a highly competitive industry, (B) the Stakeholder has unique access to, and will continue to have access to, the trade secrets and know-how relating to Broadpoint and Company, including, without limitation, the plans and strategy (and, in particular, the competitive strategy) relating to Broadpoint and Company, (C) if the Stakeholder becomes an employee of Broadpoint, Company or any of their affiliates during the Term, the Stakeholder is accepting such employment on favorable terms in connection with the Merger, (D) in the event the Stakeholder’s employment with Broadpoint, Company or any such affiliate ended, the Stakeholder would be able to obtain suitable and satisfactory employment without violation of this Agreement, and (E) this Agreement provides no more protection than is necessary to protect Broadpoint’s interests in its and in Company’s and Magnolia Advisory LLC’s goodwill, trade secrets and confidential information.

The Stakeholder recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of Broadpoint.  As a result, except (i) as required in order to perform his obligations under this Agreement or the Employment Agreement, (ii) as may otherwise be required by law or any legal or regulatory (including self-regulatory) process, or (iii) as is necessary in connection with any adversarial proceeding against Broadpoint, Company or any of their affiliates (in which case the Stakeholder shall use his reasonable best efforts in cooperating with Broadpoint, Company and any such affiliate in obtaining a protective order against disclosure by a court of competent jurisdi