SUBLEASE GUARANTY (the “Guaranty”) dated as of April 4, 2006 made by HUDSON HOLDING CORP., a Delaware
corporation (“Guarantor”), having an address at 111 Pavonia Avenue, Jersey City, New Jersey 07310, to and in favor of
CHARLES SCHWAB & CO., INC., 101 Montgomery Street, San Francisco, California 94104 (“Sublandlord”).
R E C I T A L S :
A. Unless the context otherwise requires, all capitalized terms used herein without definition shall have the meanings
provided in the Sublease by and between Sublandlord, as sublandlord, and HUDSON SECURITIES, INC., as subtenant
(together with its successors, transferees and assigns, “Subtenant”), dated as of the date hereof, pursuant to which
Sublandlord leased certain premises (the “Premises”) to Subtenant (as it may be amended, the “Sublease”).
B. Guarantor, as sole shareholder of Subtenant, has a financial interest in Subtenant.
C. Sublandlord is unwilling to enter into the Sublease of the Premises unless Guarantor executes and delivers this
NOW, THEREFORE, in consideration of the benefits expected to accrue, directly or indirectly, to Guarantor by reason
thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Guarantor, intending to be legally bound, hereby represents and warrants to, and covenants and agrees with, Sublandlord, and
its successors and assigns as follows:
1. Guarantor hereby irrevocably and unconditionally guarantees to Sublandlord, its successors and assigns full and
punctual payment and performance of all the terms, covenants and conditions (monetary or nonmonetary) to be paid or
performed by Subtenant under the Sublease (the “Guaranteed Obligations”). Guarantor confirms that this Guaranty constitutes
an absolute, unconditional, present and continuing guaranty of payment and not collection.
2. All payments made by Guarantor under this Guaranty shall be made in lawful money of the United States of America in
funds immediately available