NOTE PURCHASE AGREEMENT

1.   Seller desires to sell to Buyer and Buyer desires to purchase from Seller the convertible promissory note (the " Note ") in the form attached as Exhibit A hereto;

2.   The Note is convertible into shares of Class A Common Stock, par value $0.001 per share (such shares and any other securities issued or distributed with respect to, or in exchange for, such shares pursuant to any reclassification, merger or other transaction, the " Class A Common Stock "), of the Seller on the terms and conditions set forth in the Note;

3.   The Gabelli Stockholders beneficially own, directly or indirectly, approximately 20 million shares of Class B Common Stock, par value $0.001 per share (" Class B Common Stock "), of the Seller, representing approximately 95% of the combined voting power of the outstanding Capital Stock (as hereinafter defined) of the Seller; and

4.   As a condition to its agreement to purchase the Note, Buyer has required, and in consideration for the benefits to the Seller from such purchase the Gabelli Stockholders have agreed to grant to Buyer, certain rights with respect to the Conversion Shares (as hereinafter defined).

1.   Purchase and Sale.

1.1   Purchase and Sale .  At the Closing, as defined in Section 1.3 below, Buyer shall purchase from Seller, and Seller shall issue and sell to Buyer, the Note, Buyer and Seller shall enter into the amendment to the Registration Rights Agreement, dated as of August 14, 2001 (the "Registration Rights Agreement" ), in the form of Exhibit B hereto (the " First Amendment to Registration Rights Agreement "), and Buyer, Seller and JPMorgan Chase Bank, National Association shall enter into the Escrow Agreement in the form of Exhibit C hereto (the " Escrow Agreement "). The Registration Rights Agreement as amended by the First Amendment to the Registration Rights Agreement is referred to herein as the "Amended Registration Rights Agreement" . The Note is convertible into shares of Class A Common Stock of the Seller (the " Conversion Shares ") on the terms provided therein.

1.2   Purchase Price .  In consideration for the Note, Buyer shall pay to Seller, by wire transfer in immediately available funds, Sixty Million U.S. Dollars (U.S. $60,000,000) (the " Consideration ").

1.3   Closing .  The closing of the purchase and sale of the Note hereunder (the " Closing ") shall be held at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, at 10:00 A.M. on October 2, 2008, or at such other time and place upon which the parties shall agree (the " Closing Date ").  The Closing shall be effective upon the receipt by the parties of the agreements, documents, instruments and consideration described in Section 3.

2.   Representations and Warranties.

2.1   Seller's Representations and Warranties .  Except as disclosed in Exhibit D hereto, Seller represents and warrants to Buyer as follows:

2.1.1   Organization; Standing and Power .  The Seller is a corporation duly organized and validly existing under the laws of the State of New York, has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which it is required to be so qualified by applicable laws.  Each of the Seller's Subsidiaries is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted, and is duly qualified and in good standing in each jurisdiction in which it is required to be so qualified by applicable laws.

2.1.2   Capital Structure; Ownership of Shares .  The authorized Capital Stock of the Seller consists of 100,000,000 shares of Class A Common Stock, of which approximately 7,395,483 shares are issued and outstanding (the " Class A Shares "), 100,000,000 shares of Class B Common Stock, of which approximately 20,550,006 shares are issued and outstanding (together with the Class A Shares, the " Shares "), and 10,000,000 shares of Preferred Stock, par value $.001 per share, none of which are issued and outstanding.  All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws.  The Conversion Shares have been duly authorized and reserved for issuance out of the Seller's authorized and unissued shares of Class A Common Stock and, when issued upon conversion of the Note, will be validly issued, fully paid and nonassessable.  Other than as disclosed in the SEC Reports (as defined below), there are no options, warrants, calls, convertible or exchangeable securities or rights, commitments, agreements, contracts, understandings, restrictions, arrangements, or rights of any character to which the Seller or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional shares of the Capital Stock of the Seller or any of its Subsidiaries, or obligating the Seller or any of its Subsidiaries to grant, extend, or enter into any such option, warrant, call, conversion right, commitment, agreement, restriction, or right. There are no outstanding obligations of the Seller or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Capital Stock of the Seller or any of its Subsidiaries.  Other than as disclosed in the SEC Reports, there are no voting trusts or other agreements or understandings to which the Seller, any of its Subsidiaries or any of the Gabelli Stockholders is a party with respect to the holding, voting or disposing of Capital Stock of the Seller or any of its Subsidiaries.  Except as described in the SEC Reports, neither the Seller nor any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations or other securities (other than the Shares) that entitle the holders thereof to vote with the stockholders of the Seller or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to vote that are not owned by the Seller or another Subsidiary. Delivery of the Conversion Shares to Buyer upon conversion of the Note will vest valid title thereto in Buyer, free and clear of all liens, encumbrances, claims, and limitations of every kind (collectively, " Liens ") other than any attributable to actions or omissions by Buyer or any of its Affiliates.

2.1.3   Subsidiaries .  Seller's SEC Reports disclose each of its Subsidiaries required to be described in such SEC Reports.  Except as otherwise disclosed in the SEC Reports, all of the issued and outstanding shares of Capital Stock of each Subsidiary of the Seller have been duly authorized, are validly issued, fully paid and (except for general partner interests) nonassessable and are owned by the Seller, directly or through Subsidiaries, free and clear of all Liens.

2.1.4   Authority .  Seller has all requisite corporate power and authority to enter into this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement and the Note and to consummate the transactions contemplated by this Agreement, the Amended Registration Rights Agreement, the Escrow Agreement and the Note. The execution and delivery by Seller of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement and the Note and the consummation of the transactions contemplated by hereby and thereby have been duly authorized by all necessary corporate actions on the part of Seller.  Each of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement and the Note has been duly executed and delivered by Seller and each of them and the Amended Registration Rights Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors' rights generally and (ii) general equitable principles and (iii) to the extent that indemnification provisions of the Amended Registration Rights Agreement may be limited by applicable federal or state securities law.

2.1.5   No Conflict .  The execution and delivery of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement and the Note and the consummation of the transactions contemplated by this Agreement, the Amended Registration Rights Agreement, the Escrow Agreement and the Note will not violate, conflict with, constitute a default or breach under, (i) any laws, rules or regulations of any governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, " Self-Regulatory Organizations ")) (collectively, " Governmental Authorities ") that are applicable to the Seller or any of its Subsidiaries (collectively, " Applicable Laws "), (ii) any provisions of the certificate of incorporation or bylaws (or comparable constituent or governing documents) of the Seller or any of its Subsidiaries, or (iii) any material agreement, contract, or instrument to which Seller or any of its Subsidiaries or any of their assets may be bound or of any judgment, order or decree of any Governmental Authority to which Seller may be bound, nor will the execution, delivery and performance of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement or the Note nor the performance of the Amended Registration Rights Agreement by the Seller result in the creation of any Lien upon the Note or the Conversion Shares or any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clause (iii), for such violations, conflicts, defaults or breaches that would not, individually or in the aggregate, have a material adverse effect on (i) the business, operations, affairs, financial condition, assets, property, results of operations or prospects of the Seller and its Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Amended Registration Rights Agreement, the Escrow Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Amended Registration Rights Agreement, the Escrow Agreement or the Note (each, a " Material Adverse Effect "). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement and the Note or the performance of the Amended Registration Rights Agreement or Escrow Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

2.1.6   Litigation .  Except as disclosed in the SEC Reports, there is no pending or, to the best of Seller's knowledge, threatened legal or governmental actions, proceedings, suits or investigations or any arbitrations or labor disputes (collectively, " Litigation ") to which the Seller or any of its Subsidiaries is a party or by which any material portion of any of their assets, taken as a whole, may be bound, which Litigation, if adversely determined, would have a Material Adverse Effect.

2.1.7   Accuracy of Reports; Financial Statements .  All registration statements, reports or other documents required to be filed with, or furnished to, the Securities and Exchange Commission (the " SEC ") by the Seller during the twelve month period preceding the date of this Agreement under the Securities Exchange Act of 1934, as amended (the " 1934 Act ") (to the extent so filed or furnished, collectively the " SEC Reports "), have been duly and timely filed, were in substantial compliance with the requirements of their respective forms when filed, were complete and correct in all material respects as of the dates at which the information was furnished, and contained (as of such dates) no untrue statement of a material fact or omitted to state material fact necessary in order to make the statements made therein in light of the circumstances in which made not misleading. True and complete copies of the SEC Reports have been delivered to Buyer by the Seller.  The financial statements of the Seller included in the SEC Reports (the " Financial Statements ") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto.  The Financial Statements have been prepared in accordance with generally accepted accounting principles (" GAAP ") consistently applied and fairly present the consolidated financial position of the Seller and any its Subsidiaries at the dates thereof and the consolidated results of operations and consolidated cash flows of the Seller and its Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that are not material in amount or effect). Except as set forth in the SEC Reports, neither the Seller nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Seller or in the notes thereto, other than (i) liabilities and obligations in the respective amounts reflected or reserved against in the most recent consolidated balance sheet included in the Financial Statements or (ii) other liabilities and obligations incurred in the ordinary course of business since the date of the most recent consolidated balance sheet included in the Financial Statements (the " Balance Sheet Date ") which, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect. Since the Balance Sheet Date there have been no changes in the financial condition, results of operations, business, properties or prospects of the Seller or its Subsidiaries that, individually or in the aggregate, have had, or could be reasonably expected to have, a Material Adverse Effect.

2.1.8   Solvency; No Default .  The Seller has sufficient funds, assets and cash flow to pay its debts and other liabilities as they become due, and does not have unreasonably small capital for the conduct of its business as currently conducted and proposed to be conducted in the future.  Neither the Seller nor any of its Subsidiaries is in violation of its certificate of incorporation or bylaws (or comparable constituent or governing documents) or is in default (or, with the giving of notice, lapse of time or both, would be in default) under any material loan, agreement or other obligation, except in the case of any material loan agreement or other obligation, for such defaults which, individually or in the aggregate, would not have a Material Adverse Effect.  Each of the Seller and each of its Subsidiaries has complied, and is in compliance, in all material respects with all Applicable Laws and has all material licenses, permits and other authorizations required to conduct its business as currently conducted (" Permits "), except where the failure to have any such Permits would not, individually or in the aggregate, have a Material Adverse Effect.  All such Permits are in full force and effect and no proceeding is pending or, to the knowledge of the Seller and its Subsidiaries, threatened to revoke, modify or rescind any such Permit.

2.1.9   Disclosure .  No representation or warranty of the Seller contained in this Agreement, the First Amendment to Registration Rights Agreement and the Note or the exhibits attached hereto (when read together and taken as a whole), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein in light of the circumstances under which they were made not misleading.

2.1.10   Accounting Controls .  Each Subsidiary of the Seller that is registered as a broker-dealer has adopted recordkeeping systems that comply with the requirements of Section 17 of the 1934 Act, and the rules thereunder and the rules of all Self-Regulatory Organizations having jurisdiction over such Subsidiary, and maintains its records in accordance therewith.  Each of the Seller and its Subsidiaries has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (1) all transactions are executed in accordance with management's general or specific authorization, (2) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP, or any other criteria applicable to such statements, (3) access to the property and assets of the Seller and its Subsidiaries is permitted only in accordance with management's general or specific authorization and (4) the recorded amounts for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

2.1.11   Brokerage Fees . &