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Exhibit 10.56
NOTE PURCHASE AGREEMENT
NOTE PURCHASE AGREEMENT, dated as of March 29, 2004
("Agreement"),
between Ladenburg Thalmann Financial
Services Inc., a Florida corporation (the
"Company"), and Berliner
Effektengesellschaft AG, a German corporation
("Berliner")
RECITALS:
A. Berliner is the holder of a senior convertible promissory note
due
December 31, 2005 issued by the Company to
Berliner in the principal amount of
$1,990,000 (plus all accrued but unpaid
interest thereon) (the "Note");
B. The Company desires to repurchase from Berliner, and
Berliner
desires to sell to the Company, the Note on
the terms and conditions set forth
herein;
NOW THEREFORE, the parties hereto agree as follows:
1. PURCHASE AND SALE OF NOTES. Subject to the terms and
conditions
herein set forth, Berliner hereby agrees to
sell to the Company, and the Company
hereby agrees to repurchase the Note, for
an aggregate purchase price of
$1,000,000.
2. CLOSING. The closing of the purchase and sale of the Note
("Closing") shall take place on the third
business day following the execution
of this Agreement at the offices of
Graubard Miller, 600 Third Avenue, New York,
New York 10016 or on such other date as the
Company and Berliner mutually agree.
At the Closing, Berliner, against receipt
of the purchase price in good funds by
wire transfer to an account designated in
writing by Berliner, will deliver the
Note to the Company.
3. REPRESENTATIONS OF BERLINER. Berliner hereby represents and
warrants
to the Company as follows:
(a) Berliner is the record and beneficial owner of, and has
good and marketable title to, the Note,
free and clear of all liens, security
interests, charges, claims, restrictions
and other encumbrances. No other person
or entity has any interest in the Note of
any nature.
(b) Berliner has the full legal power to execute and deliver
this Agreement and to perform its
obligations hereunder and thereunder. All acts
required to be the taken by Berliner to
enter into this Agreement and to carry
out the transactions contemplated hereby
have been properly taken; and this
Agreement constitutes the legal, valid and
binding obligation of Berliner,
enforceable in accordance with its
terms.
(c) Berliner recognizes that its right to acquire equity
securities of the Company by converting the
Note will be surrendered as a result
of the transactions contemplated by this
Agreement and that it will no longer
have any right to receive any payment of
principal or accrued but unpaid
interest on the Note.
(d) Berliner has had both the opportunity to ask questions and
receive answers from the officers and
directors of the Company concerning the
business and operations of the Company and
to obtain any additional information
regarding the
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Company and its business and operations to
the extent the Company possesses such
information or can acquire it without
unreasonable effort or expense necessary
to verify the accuracy of such information,
including reports filed by the
Company with the Securities and Exchange
Commission pursuant to the Securities
Exchange Act of 1934, as amended.
(e) Berliner possesses sufficient knowledge and experience in
financial and business ma
