REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2024, is made and entered into by and among Binah Capital Group, Inc., a Delaware corporation and the successor to Kingswood Acquisition Corp., a Delaware corporation (the “Company”), each of the members of Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”) and the undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.9 or Section 5.17 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March ___, 2024, (the “Effective Date”) is made and entered into by and among Binah Capital Group, Inc., a Delaware corporation and the successor to Kingswood Acquisition Corp., a Delaware corporation (the “Company”), each of the members of Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”) set forth on the signature page to this Agreement, holders of SPAC Private Placement Warrants, each holder of Continuing Company Units set forth on the signature page to this Agreement, each holder of Series A Preferred Stock and the undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 1.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”. Each of Company and Holder, a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Ag
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services
THIS STOCK PLEDGE AGREEMENT (this “Agreement”) made this March 15, 2024, is by and among CRAIG M. GOULD, a resident of New Jersey (“CMG”), MHC Securities, LLC, a Delaware limited liability company (“MHC”; and together with CMG, individually and collectively, “Pledgor”), and OAK STREET FUNDING LLC, a Delaware limited liability company (“Oak Street”).
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services • Delaware
This Strategic Alliance Agreement (this “Agreement”), dated as of March 7, 2024, is entered into by and among (i) Binah Capital Group, Inc., a Delaware corporation (“Holdings”) and (ii) Kingswood US LLC, a Delaware limited liability company (“Kingswood”). Each of Holdings and Kingswood is sometimes referred to herein individually as a “Party”, and they are collectively referred to herein as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA (as defined below).
FIFTH AMENDMENT TO MASTER CREDIT AGREEMENT AND AMENDMENTS TO OTHER CREDIT DOCUMENTSMaster Credit Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services
This Fifth Amendment to Master Credit Agreement and Amendments to other Credit Documents (this “Amendment”) dated as of March 15, 2024 (the “Effective Date”) by and among PKS HOLDINGS, LLC, a New York limited liability company (“PKS”), WENTWORTH MANAGEMENT SERVICES LLC, a Delaware limited liability company (“WMS”), PKS ADVISORY SERVICES, LLC, a New York limited liability company (“PKSA”), WENTWORTH RISK MANAGEMENT LLC, a Delaware limited liability company (“WRM”), WENTWORTH FINANCIAL PARTNERS LLC, a Delaware limited liability company (“WFP”), PKS FINANCIAL SERVICES, INC., a New York corporation (“PKSF”; and collectively with PKS, WMS, PKSA, WRM and WFP, the “Borrower”), and OAK STREET FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, “Oak Street”).
Subscription AgreementSubscription Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ____ day of March, 2024, by and between Binah Capital Group, Inc., a Delaware corporation (the “Issuer”), Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth” and together with the Issuer, the “Binah Parties”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services • New York
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of March [ ], 2024, by and among Binah Capital Group, Inc. (the “Company”) and each of the undersigned Stockholders of the Company (the “Stockholders”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • March 21st, 2024 • Binah Capital Group, Inc. • Finance services • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of March 15, 2024, by and among Kingswood Acquisition Corp., a Delaware corporation (“KWAC”), Binah Capital Group, Inc, a Delaware corporation (“Holdings”), and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant Agent”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
