WARRANT AGREEMENTWarrant Agreement • November 30th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 19, 2020, is by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 19, 2020 by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
KINGSWOOD ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
Kingswood Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Kingswood Acquisition Corp.Underwriting Agreement • November 25th, 2020 • Kingswood Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co., Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and three-fourths of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 18th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Purchasers” (each a “Purchaser”, and collectively with the Sponsor, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER dated as of July 7, 2022 by and among KINGSWOOD ACQUISITION CORP., BINAH CAPITAL GROUP, INC., Kingswood Merger Sub, INC., Wentworth Merger Sub, LLC, and WENTWORTH MANAGEMENT SERVICES LLCMerger Agreement • July 7th, 2022 • Kingswood Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July 7, 2022, is entered into by and among (i) Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), (ii) Binah Capital Group, Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Holdings”), (iii) Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“SPAC Merger Sub”), (iv) Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”; Company Merger Sub and SPAC Merger Sub are together referred to herein as the “Merger Subs”; the Merger Subs, SPAC and Holdings are collectively referred to herein as the “SPAC Parties”), and (v) Wentworth Management Services LLC, a Delaware limited liability company (the “Company”). Each of SPAC, Holdings, SPAC Merger Sub, Company Merger Sub, and the Company, is sometimes referred to herein individually as a “Party,” and they are collectively referred to here
SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement, dated as of August 17, 2020 (this “Agreement”), is being made and entered into by and between KINGSWOOD GLOBAL HOLDINGS INC., a Delaware corporation (the “Corporation”), and KINGSWOOD GLOBAL SPONSOR LLC (the “Subscriber”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Amended and Restated Certificate of Incorporation, dated August 17, 2020, as amended from time to time.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 18th, 2023 • Kingswood Acquisition Corp. • Blank checks • Delaware
This Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of September 13, 2023, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“KWAC Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“WW Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (the “Company”). Each of SPAC, Holdings, KWAC Merger Sub, WW Merger Sub, and the Company is sometimes referred to herein, individually, as a “Party” and collectively as the “Parties”.
FOUNDER SUPPORT AGREEMENFounder Support Agreement • July 7th, 2022 • Kingswood Acquisition Corp. • Blank checks • New York
This FOUNDER SUPPORT AGREEMENT, dated as of July 7, 2022 (this “Agreement”), by and among KINGSWOOD ACQUISITION CORP., a Delaware corporation (“SPAC”), BINAH CAPITAL GROUP, INC., a Delaware corporation (“Holdings”), WENTWORTH MANAGEMENT SERVICES LLC, a Delaware limited liability company (the “Company”), and Kingswood Global Sponsor, LLC (the “Sponsor Support Holder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 7th, 2022 • Kingswood Acquisition Corp. • Blank checks • New York
This COMPANY SUPPORT AGREEMENT, dated as of July 7, 2022 (this “Agreement”), by and among KINGSWOOD ACQUISITION CORP., a Delaware corporation (“KWAC”), WENTWORTH MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), and MHC SECURITIES LLC (the “Company Member”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 20th, 2023 • Kingswood Acquisition Corp. • Blank checks • Delaware
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of March 20, 2023, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation, and a wholly owned subsidiary of SPAC (“Holdings”) and Wentworth Management Services LLC, a Delaware limited liability company (the “Company”).
CONSENT AND ACKNOWLEDGEMENT OF MERGER AGREEMENT LETTER AGREEMENTConsent and Acknowledgement of Merger Agreement • January 4th, 2023 • Kingswood Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being entered into by and between Wentworth Management Services LLC, a Delaware limited liability company (the “Company”), Kingswood Acquisition Corp., a Delaware corporation (“SPAC”) and Binah Capital Group, Inc., a Delaware corporation, and a wholly owned subsidiary of SPAC (“Holdings”). Reference is made to that certain Agreement and Plan of Merger, dated as of July 7, 2022 (the “Merger Agreement”), by and between SPAC, the Company, Holdings, and the other parties thereto, relating to the proposed business combination between SPAC, Holdings, and the Company. All capitalized terms used herein shall have the respective meanings given to them in the Merger Agreement unless specifically defined herein.
KINGSWOOD ACQUISITION CORP. New York, NY 10004Administrative Services Agreement • November 25th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Kingswood Acquisition Corp. (the “Company”) and Kingswood Global Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 30th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Purchasers” (each a “Purchaser”, and collectively with the Sponsor, the “Purchasers”).
KINGSWOOD ACQUISITION CORP. New York, NY 10004Administrative Services Agreement • October 23rd, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Kingswood Acquisition Corp. (the “Company”) and Kingswood Global Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 25th, 2020 • Kingswood Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 19, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Kingswood Acquisition Corp., a Delaware corporation (the “Company”), Kingswood Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Purchasers” (each a “Purchaser”, and collectively with the Sponsor, the “Purchasers”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2024 • Kingswood Acquisition Corp. • Blank checks • Delaware
This Third Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of January 16, 2024, is made and entered into by and among Kingswood Acquisition Corp., a Delaware corporation (“SPAC”), Binah Capital Group, Inc., a Delaware corporation (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“KWAC Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“WW Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (the “Company”). Each of SPAC, Holdings, KWAC Merger Sub, WW Merger Sub, and the Company is sometimes referred to herein, individually, as a “Party” and collectively as the “Parties”.
