Item 1.01. Entry into a Material Definitive Agreement.

On October 31, 2011, Rodman & Renshaw Capital Group, Inc. (the “Company”) (NASDAQ: RODM) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the accredited investors named therein (the “Purchasers”). Pursuant to the Purchase Agreement, the Company will sell, and the Purchasers will purchase, jointly and not severally, $6,650,000 original principal amount of the Company’s 10% Senior Secured Convertible Debentures due October 31, 2013 (the “Debentures”) with a net share settlement feature, and warrants (the “Warrants”) to purchase shares of the Company’s Common Stock (the “Offering”). The Debentures are convertible into up to 4,433,333 shares of the Company’s common stock (the “Common Stock”) at any time prior to maturity, based on a conversion price of $1.50 per share. A net share settlement feature of the Debentures could reduce the number of shares of Common Stock issued upon conversion. The Warrants include Class A Warrants covering up to 2,216,667 shares of Common Stock, which are exercisable commencing six months following the date of issuance and until their expiration on October 31, 2014, at $1.50 per share, and Class B Warrants covering up to 2,216,667 shares of Common Stock, which are exercisable only in the event of a prepayment of the Debentures and then only to the extent of up to 50% of the number of shares of Common Stock that would have been issued had the prepaid portion of the Debentures been converted into shares of Common Stock. The Class B Warrants expire on October 31, 2013 and have an exercise price of $1.50 per share. The sale and issuance of the securities is in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, set forth in Section 4(2) thereof and/or Regulation D thereunder.

In connection with the Offering, as of November 1, 2011:

·       The Company entered into a Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “Registration Statement”) to register for resale the shares of Common Stock underlying the Debentures and the Warrants within 30 days of the Closing Date (as defined in the Registration Rights Agreement), and to use its best efforts to cause such Registration Statement to become effective within 90 days of the Closing Date (or 120 days in the event of a regulatory review). If the Registration Statement is not filed or declared effective within the applicable timeframes, the Company will be required to pay liquidated cash damages of 0.5% of the aggregate purchase price of the Debentures sold in the Offering for every month following the required filing or effective date (pro-rated for partial months) that the Registration Statement is not filed or declared effective, as applicable, up to a maximum of 6% of the aggregate purchase price of the Debentures sold in the Offering.

·       The Company and two of its wholly-owned subsidiaries, Rodman Principal Investments, LLC (“RPI”) and Rodman & Renshaw, LLC (“R&RLLC”) (collectively, RPI and R&RLLC are referred to herein as the “Subsidiaries”), entered into a Security Agreement with the Purchasers (the “Security Agreement”) pursuant to which the Debentures are secured by a first priority lien on (i) any and all payments and/or amounts receivable and/or received by the Company or a Subsidiary arising out of, relating to or in connection with the prior sale by Aceras BioMedical LLC to BioMarin Pharmaceutical, Inc. of Huxley Pharmaceuticals, Inc., and (ii) warrants received as compensation for investment banking services by R&RLLC.

·       Each of RPI and R&RLLC entered in to a Non-Recourse Guarantee with the Purchasers.

·       Each of John J. Borer III, Edward Rubin and Michael Vasinkevich and Paul Revere, LLC entered into Lock-up Agreements with the Company (the “Lock-up Agreement”) pursuant to which each agreed that he or it would not enter into any Restricted Transactions (as defined in the Lock-up Agreement) with respect to shares of Common Stock beneficially owned.

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