2 Roundtable Partners, L.L.C.
Roundtable was organized in March 1995 to own and operate the securities market-making businesses of the predecessors to Knight and Trimark, respectively. Roundtable was owned 40% by key employees (the "Management Investors") and 60% by a consortium of independent securities firms and investors (the "Non-Management Investors"). Certain Management Investors also received Mandatorily Redeemable Preferred B Units (the "Preferred B Units") of Roundtable in consideration for the contribution of their business to Roundtable, while the Non-Management Investors received Mandatorily Redeemable Preferred A Units (the "Preferred A Units") in return for cash consideration in a ratio of six Preferred A Units to one Common Unit. In connection with a reorganization and initial public offering of the Company's Common Stock (the "initial public offering") on July 13, 1998, the owners of Roundtable elected to exchange their membership interests in Roundtable for shares of Common Stock of the Company (see Note 3). Additionally, the Preferred A and B Units were redeemed and retired in their entirety. All redemptions were made at book value.

Additionally, Brown & Company Securities Corporation ("Brown"), a major customer, held a $500,000 subordinated note which paid interest quarterly at a market rate approximating the Federal Funds rate. The subordinated note was to mature on April 23, 1999. The subordinated note was senior in liquidation to the Common Units and Mandatorily Redeemable Preferred A and B Units, but was subordinate to the claims of all other creditors. Concurrent with the execution of the subordinated note, the Company granted Brown certain benefits accorded to holders of Common Units, including the right to receive additional payments based on the amount of order flow provided by Brown. Additionally, Roundtable granted Brown the option to purchase 7,143 Common Units at the then prevailing market price of $10.00 per Common Unit during the term that the subordinated note remained outstanding (the "Brown Option").