SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 22nd, 2014 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 2014, is entered into by and between IFMI, LLC, a Delaware limited liability company (“IFMI”), and C&CO EUROPE ACQUISITION LLC, a Delaware limited liability company (“CEA” and together with IFMI, the “Parties”).
GUARANTY AGREEMENTGuaranty Agreement • August 22nd, 2014 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
This GUARANTY AGREEMENT (this “Guaranty”) dated as of August 19, 2014, is by Daniel G. Cohen (“Guarantor”), in favor of IFMI, LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Share Purchase Agreement, dated as of the date hereof, by and between Seller and C&Co Europe Acquisition LLC, a Delaware limited liability company of which Guarantor is the sole member (“Buyer”) (as may be amended, modified or supplemented from time to time, the “Purchase Agreement”). The Purchase Agreement provides for, among other things, the sale to Buyer by Seller of the shares of Cohen & Company Financial Limited, a company incorporated under the laws of England and Wales with company number 05894236, and the shares of Cohen & Compagnie, SAS, a company organized under the laws of France. Guarantor and Seller are each referred to herein as a “Party” and collectively as the “Parties.”
