Exhibit 10.28

April 9, 2013

VIA EMAIL

Mr. James Lee

OFFER OF EMPLOYMENT WITH LIQUID HOLDINGS GROUP, LLC

I am pleased to confirm our offer to you for the position of Chief Administrative Officer for Liquid Holdings Group, LLC and its affiliated entities (together “LIQUID”) starting May 1, 2013 (the “Effective Date”) and ending April 30, 2015. LIQUID will pay you an annual salary of $300,000, paid in accordance with LIQUID’s current payroll practices.

Additional Compensation Terms Are As Follows:

In the position of Chief Administrative Officer you will report to the CEO of LIQUID. You will also become part of LIQUID’s Management Executive Committee, and will be invited to participate in significant business planning decisions within that Committee’s mandate.

You will be eligible to participate in LIQUID’s equity incentive program, as governed by the provisions of that program, which is administered by the Human Resources and Compensation Committee of the Board of Governors under the rules and procedures approved by the Committee.

You will also be eligible to participate in employee benefit plans available to all LIQUID officers and employees. Current LIQUID benefits include fully-paid comprehensive health insurance. As additional benefit plans are offered to employees, you will be eligible to participate.

You will be eligible for 20 vacation days per year accrued in accordance with LIQUID’s standard practice. During your first year of employment, you will be permitted to use vacation days in advance of their accrual, with appropriate notice and approval by me.

Termination of your employment with LIQUID, other than “for cause,” shall be governed by the following:

The term “for cause” shall mean your conviction of (or a plea of nolo contendere to) a felony of any kind or a crime involving moral turpitude or your willful commission of acts of dishonesty, misappropriation, gross neglect (other than as a result of physical or mental illness), fraud, or deceit in connection with your position. There will be no severance in the event of termination “for cause.”

Additionally, at any point during the length of your employment with LIQUID, should a “change of control” occur at LIQUID, and the change of control results in your involuntary termination, any unvested outstanding stock options or RSU’s under the Plan that you have been awarded will vest. For purposes herein, change of control will mean a change of ownership of the majority of all classes of equity of LIQUID, but under no circumstances will an IPO be considered a change of control.

In the event you voluntarily terminate your employment with LIQUID for “Good Reason,” you must provide valid Notice of Good Reason within 60 days of the occurrence of the event giving rise to the Good Reason claim. Good Reason is herein defined as (1) material diminution of responsibilities; (2) material reduction in base pay; (3) material breach of your offer letter by company; and (4) geographic relocation of more than 50 miles. Following the provision of such notice, LIQUID has thirty (30) days to cure any or all reasons giving rise to the Good Reason. If, at the end of the thirty day cure period, the circumstances that constitute Good Reason have not been remedied, you will be entitled to terminate your employment for Good Reason during the twenty (20)-day period that follows the end of the cure period. If you do not terminate your employment during such 20-day period, you shall not be permitted to terminate your employment for Good Reason as a result of the events in question.

Your principal place of work shall be located at LIQUID’s New York office at 800 Third Avenue. As your responsibilities may involve travel, your accommodations, airfare, and travel expenses will be subject to the LIQUID travel policy for employees who are similarly situated.

Please be advised that any changes or amendments to LIQUID’s policies, procedures, benefits and compensation program, as well as the corporate or departmental organization, will apply to you as they will to all LIQUID employees.

This offer is contingent upon acceptable routine background and reference checks.

All LIQUID employees are subject to policies as defined in the LIQUID Employee Handbook. In addition, you will be required to execute Non-Compete, Confidentiality, and Intellectual Property Assignment agreements similar to those of other LIQUID executives.

If you have any questions regarding this offer or the terms and conditions of employment, please call me at 212-293-2693. If the terms and conditions of this offer of employment are acceptable, please sign and date this letter, and return it to me via email. Please bring the executed copy with you on first day of employment.

Welcome to LIQUID. We believe you will find the work to be both challenging and personally rewarding, and I look forward to the contributions you will make toward achieving the goals of LIQUID.