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Exhibit 10.3
TAILWIND FINANCIAL INC.
July 12, 2006
Parkwood Holdings Ltd.
181 Bay Street, Suite 4400
Toronto, Ontario, Canada M5J 2T3
Gentlemen:
This letter will confirm our agreement that, commencing on the effective
date ("EFFECTIVE DATE") of the registration statement for the initial public
offering ("IPO") of the securities of Tailwind Financial Inc. ("COMPANY") and
continuing until the consummation by the Company of a business combination (as
described in the Company's IPO prospectus) or the distribution of the trust
account (as described in the Company's IPO prospectus) to the Company's public
stockholders, Parkwood Holdings Ltd. or its affiliates shall make available to
the Company certain general and administrative services including utilities and
administrative support, as well as the use of certain limited office space, as
may be required by the Company from time to time, initially situated at 181 Bay
Street, Suite 4400, Toronto, ON M5J 2T3 (or any successor location). In exchange
therefor, the Company shall pay Parkwood Holdings Ltd., or its affiliate, the
sum of $7,500 per month beginning on the Effective Date and continuing monthly
thereafter until consummation of an initial transaction.
Very truly yours,
TAILWIND FINANCIAL INC.
By: /s/ Andrew A. McKay
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Name: Andrew A. McKay
Title: President and Chief Executive Officer
AGREED TO AND ACCEPTED BY:
PARKWOOD HOLDINGS LTD.
By: /s/ Andrew A. McKay
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Name: Andrew A. McKay
Title: Chief Executive Officer