INSTITUTIONAL FINANCIAL MARKETS, INC. and COMPUTERSHARE SHAREOWNER SERVICES LLC as Rights Agent Section 382 Rights Agreement Dated as of May 9, 2013Section 382 Rights Agreement • May 13th, 2013 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2013 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of May 9, 2013, by and among IFMI, LLC (the “Company”), a majority owned subsidiary of Institutional Financial Markets, Inc. (the “Parent”), the Parent, Daniel G. Cohen (the “Executive”), and, solely for purposes of Sections 6.4 and 7.5 hereof, C&Co/PrinceRidge Holdings LP (formerly known as PrinceRidge Holdings LP), a majority owned subsidiary of the Parent (“PrinceRidge”), and C&Co/PrinceRidge Partners LLC (formerly known as PrinceRidge Partners LLC), an indirect subsidiary of the Parent (“PrinceRidge Partners LLC”). For purposes of this Agreement, the Company, the Parent, PrinceRidge and the Executive may each be referred to as a “Party” and collectively may be referred to as the “Parties.”
IFMI, LLC AMENDMENT NO. 2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 13th, 2013 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of IFMI, LLC, dated as of May 9, 2013 (“Amendment No. 2”), is entered into by and among each of the Members set forth on the signature pages hereto.
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • May 13th, 2013 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
This Preferred Stock Exchange Agreement (this “Agreement”) is made as of May 9, 2013, by and among Institutional Financial Markets, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Cohen Bros. Financial, LLC (“Cohen”), and Daniel G. Cohen.
