Joinder to Loan Documents



 Exhibit 10.50 
 JOINDER TO LOAN DOCUMENTS 
 This JOINDER TO LOAN DOCUMENTS
(“Joinder”) is dated as of December 31, 2010, by and among DEKANIA INVESTORS, LLC, a Delaware limited liability company (“Borrower”), each of the Subsidiary Guarantors a party hereto,
COHEN PRINCIPAL INVESTING, LLC (“Joining Guarantor”), TD BANK, N.A., a national banking association, in its capacity as agent (“Agent”), TD
BANK, N.A. in its capacity as issuing bank (“Issuing Bank”) and each of the financial institutions which are now or hereafter identified as Lenders on Exhibit A (as such Exhibit may be amended, modified or
replaced from time to time) attached to the Loan Agreement (as defined below) (such financial institutions, collectively the “Lenders” and each individually a “Lender”). 

BACKGROUND 
 A.
Pursuant to the terms of that certain Loan and Security Agreement dated July 29, 2010, by and among Borrower, Agent, Issuing Bank and Lenders (as the same has been or may be supplemented, restated, superseded, amended or replaced from time to
time, the “Loan Agreement”), Lenders made available to Borrower certain term loans not to exceed Fourteen Thirty Six Hundred Thousand Dollars ($14,600,000) in the aggregate (the “Loans”). All capitalized terms used herein without
further definition shall have the respective meaning set forth in the Loan Agreement. 
 B. To induce Agent and Lenders to enter
into the Loan Agreement and to continue to make the Loans available to Borrower, each of Borrower, Parent and each Subsidiary Guarantor granted to Agent, for the ratable benefit of Secured Parties, a security interest in the Collateral. 

C. Joining Guarantor is an Affiliate of Borrower and, in recognition of the benefits and privileges thereunder, Joining Guarantor,
Borrower, Parent and each Subsidiary Guarantor has requested that Joining Guarantor be permitted to join into the Loan Documents, as if an original signatory thereto, and Agent and Lenders have so consented subject to the terms and conditions
hereof. 
 D. Prior to the execution of this Joinder, each of Alesco Collateral Holdings I, L.P., Alesco Funding, LLC, Alesco
Loan Holdings Trust, Alesco TPS Holdings, LLC, Alesco Warehouse Conduit, LLC, Cohen & Company Ventures, LLC, Cohen Bros. Acquisitions, LLC, Sunset Financial Holdings, LLC, Sunset Funding, LLC, Sunset Investment Vehicle, LLC, Sunset Loan
Holdings Trust and Sunset TPS Holdings, LLC, each a Subsidiary Guarantor, merged with and into Cohen & Company Funding, LLC, a Subsidiary Guarantor, with Cohen & Company Funding, LLC as the surviving entity (the
“Merger”). Simultaneously with the Merger, Cohen & Company Funding, LLC changed its name to “Cohen Legacy, LLC”. 
 NOW, THEREFORE, with the foregoing Background incorporated by reference and intending to be legally bound hereby, the parties agree as follows: 

1. Joinder. Upon the effectiveness of this Joinder: 

(a) Joining Guarantor becomes a Subsidiary Guarantor under the Loan Agreement and the Loan Documents. All references to
Subsidiary Guarantors contained in the Loan Agreement and Loan Documents are hereby deemed for all purposes to also refer to and 







 
include Joining Guarantor as a Subsidiary Guarantor and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Loan Documents (to which the other Subsidiary
Guarantors are a party) as if an original signatory thereto. 
 (b) Joining Guarantor joins in, assumes, adopts
and becomes a Debtor (as defined therein) under the Guarantor Security Agreement. All references to Debtors contained in the Guarantor Security Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as a Debtor
and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Guarantor Security Agreement as if an original signatory thereto. 
 (c) Joining Guarantor joins in, assumes, adopts and becomes an Undersigned (as defined therein) under the Surety and Guaranty Agreement. All references to Undersigned contained in the Surety and Guaranty
Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as an Undersigned and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Surety and Guaranty Agreement as if an original
signatory thereto. Joining Guarantor is jointly and severally liable for, and hereby guarantees and becomes surety for, the unconditional and prompt payment and performance to Secured Parties of all Obligations. 

(d) Joining Guarantor joins in, assumes, adopts and becomes a Pledgor (as defined therein) under the Collateral Pledge
Agreement. All references to Pledgor contained in the Collateral Pledge Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as a Pledgor and Joining Guarantor hereby agrees to comply with all of the terms and
conditions of the Collateral Pledge Agreement as if an original signatory thereto. 
 2. Amendment to Loan
Documents. 
 (a) Section 1.1 of the Loan Agreement shall be amended by deleting the definition of
“Subsidiary Guarantor” and replacing it as follows: 
 Subsidiary Guarantor – Alesco Holdings, Ltd.,
CIRA ECM, LLC, Cohen & Compagnie, Cohen Brothers, LLC, Cohen & Company Financial Management, LLC, Cohen & Company Management, LLC, Cohen Asia Investments, Ltd., Cohen Legacy, LLC, Cohen Principal Investing, LLC, Cohen
Securities Funding, LLC, Dekania Capital Management, LLC, EuroDekania Management Limited, Strategos Capital Management, LLC, and Sunset Holdings, Ltd., and any other Person who may hereafter guaranty, as surety, all of the Obligations.
Notwithstanding inclusion of each of Cohen & Compagnie and EuroDekania Management Limited as a “Subsidiary Guarantor” hereunder, neither of Cohen & Compagnie or EuroDekania Management Limited shall be required to execute
the Surety and Guaranty Agreement or Guaranty Security Agreement. 

  
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 (b) Schedule I to the Collateral Pledge Agreement is hereby deleted in its
entirety and replaced with Schedule I attached to this Joinder as Exhibit B. 
 3. Representations and
Warranties. Borrower and Subsidiary Guarantors, including Joining Guarantor, warrant and represent to Agent and Lenders that: 
 (a) Schedules E, 5.1, 5.7, 5.9, 5.17 and 5.19 to the Loan Agreement are amended and restated in their entirety and collectively attached as Schedule A to this Joinder. By execution of this Joinder,
and after giving effect to the amended and restated Schedules attached as Schedule A to this Joinder, all representations and warranties made to Agent, Issuing Bank and Lenders under the Loan Agreement and each of the other Loan Documents are
true and correct as of the date hereof as though made on and as of the date hereof, all of which shall be deemed continuing until all of the Obligations due to Secured Parties are indefeasibly paid and satisfied in full. 

(b) The execution and delivery of this Joinder and the performance by Borrower and each Subsidiary Guarantor (including
Joining Guarantor) of the transactions herein contemplated will not violate any Requirement of Law, or Borrower’s or any Subsidiary Guarantor’s (including Joining Guarantor’s) certificate of formation, operating agreement or any other
organizational documents, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which Borrower or such Subsidiary Guarantor (including Joining Guarantor), is a party, or by which
Borrower or such Subsidiary Guarantor (including Joining Guarantor) is bound. Neither Borrower nor any Subsidiary Guarantor (including Joining Guarantor) is in violation of any term of any agreement or instrument to which it is a party or by which
it may be bound which violation has or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document. Borrower and each
Subsidiary Guarantor (including Joining Guarantor) has all requisite power and authority to enter into and perform this Joinder and the transactions herein contemplated, and to incur the obligations herein provided for, and has taken all proper and
necessary action to authorize the execution, delivery and performance of this Joinder and the transactions herein contemplated. 
 (c) This Joinder and any assignment or other instrument, document or agreement executed and delivered in connection herewith, will be valid, binding and enforceable against Borrower and each Subsidiary
Guarantor (including Joining Guarantor) in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles. 
 (d) No Default or Event of Default exists. 

(e) None of the Capital Stock of Joining Guarantor is a “certificated security” as such term is defined in
Article 8 of the UCC. 
 4. Ratification of Loan Documents. This Joinder is hereby incorporated into and
made a part of the Loan Agreement and all other Loan Documents respectively, the terms and provisions of which, except to the extent expressly modified by this Joinder are each ratified 

  
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and confirmed and continue unchanged in full force and effect. Any reference to the Loan Agreement or other Loan Documents respectively in this or any other instrument, document or agreement
related thereto or executed in connection therewith shall mean the Loan Agreement and other Loan Documents respectively as amended by this Joinder. 
 5. Confirmation of Indebtedness. Borrower and each Subsidiary Guarantor, including Joining Guarantor, confirms and acknowledges that as of the close of business on December 31, 2010,
(i) it is indebted to Agent and Lenders under the Loan Documents in the aggregate principal amount of $6,975,500 and (ii) Issuing Bank has issued Letters of Credit in the face amount of $50,000, in each case without any deduction, defense,
setoff, claim or counterclaim, of any nature as of the date of this Joinder, plus all fees, costs and Expenses incurred to date in connection with the Loan Documents. 

6. Effectiveness Conditions. This Joinder shall become effective upon the satisfaction of the following conditions:

 (a) Borrower shall have delivered or caused to be delivered to Agent the following: 

(i) this Joinder, executed by Borrower and each Subsidiary Guarantor, including Joining Guarantor; 

(ii) certified copies of (A) resolutions of the sole member of Joining Guarantor authorizing the execution, delivery
and performance of this Joinder and the transactions contemplated hereby, and (B) Joining Guarantor’s certificate of formation and operating agreement; 

(iii) an incumbency certificate for Joining Guarantor identifying all individuals authorized to execute this Joinder, with
specimen signatures; 
 (iv) a good standing certificate for Joining Guarantor showing Joining Guarantor to be in
good standing in its state of organization and in each other state in which it is doing and presently intends to do business; 
 (v) certification by the chief financial officer of Borrower that no event has occurred which would reasonably be likely to have a Material Adverse Effect; 

(vi) the following lien searches (the results of which are to satisfactory to Agent in its sole discretion): (A) UCC
searches with the Secretary of State and local filing office of each state where Joining Guarantor is organized, maintains its executive office, a place of business, or assets, and (B) judgment, federal tax lien and corporate tax lien searches,
in all applicable filing offices of each state searched under subparagraph (A) above, other than local level searches in the state of incorporation or formation (as applicable); and 

(vii) any other agreements, documents, instruments and writings reasonably required by Agent to evidence and perfect
Lenders’ liens and security interest in the Collateral (as defined in the Guarantor Security Agreement) of Joining Guarantor. 

  
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 (b) payment to Agent of all of Agent’s Expenses. 

(c) such other items as Agent may reasonably require. 

7. Governing Law. THIS JOINDER, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PROVISIONS OF THIS JOINDER AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. 
 8.
Modification. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by Borrower, each Subsidiary Guarantor, including Joining Guarantor, and Agent or Lenders, as required under
the Loan Agreement. 
 9. Duplicate Originals: Two or more duplicate originals of this Joinder may be
signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. 
 10. Waiver of Jury Trial: EACH SUBSIDIARY GUARANTOR, INCLUDING JOINING GUARANTOR, BORROWER, AGENT AND EACH LENDER HEREBY WAIVE ANY AND ALL RIGHTS EACH MAY HAVE TO A JURY TRIAL IN CONNECTION WITH
ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR
RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS. 

  
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 IN WITNESS WHEREOF, the undersigned parties have executed this Joinder the day and year
first above written. 
  

									
	BORROWER:	 		 	DEKANIA INVESTORS, LLC
				
		 		 	BY:	 	/s/ JOSEPH W. POOLER, JR.
		 		 		 	Name:	 	Joseph W. Pooler, Jr.
		 		 		 	Title:	 	Chief Financial Officer
			
	SUBSIDIARY GUARANTORS:	 		 	
		 		 	 ALESCO HOLDINGS, LTD.

CIRA ECM, LLC
 COHEN
BROTHERS, LLC
 COHEN & COMPANY FINANCIAL MANAGEMENT,
LLC
 COHEN & COMPANY MANAGEMENT, LLC

COHEN ASIA INVESTMENTS LTD.
 COHEN LEGACY, LLC
 COHEN
SECURITIES FUNDING, LLC
 DEKANIA CAPITAL MANAGEMENT,
LLC
 STRATEGOS CAPITAL MANAGEMENT, LLC

SUNSET HOLDINGS, LTD

				
		 		 	BY:	 	/s/ JOSEPH W. POOLER, JR.
		 		 		 	Name:	 	Joseph W. Pooler, Jr.
		 		 		 	Title:	 	Chief Financial Officer
			
		 		 	 c/o Cohen Brothers, LLC
 2929 Arch Street
 Philadelphia, PA 19104
 Attention: President
 Telecopy No.: (215) 861-7878

			
	JOINING GUARANTOR:	 		 	
		 		 	COHEN PRINCIPAL INVESTING, LLC
				
		 		 	BY:	 	/s/ JOSEPH W. POOLER, JR.
		 		 		 	Name:	 	Joseph W. Pooler, Jr.
		 		 		 	Title:	 	Chief Financial Officer


  
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	AGENT:	 		 	TD Bank, N.A. as Agent, Lender and Issuing Bank
				
		 		 	BY:	 	/s/ RICHARD ZIMMERMAN
		 		 		 	Name:	 	Richard Zimmerman
		 		 		 	Title:	 	Vice President


  
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 EXHIBIT A 
 TD Bank, N.A. 







 EXHIBIT B 
 See attached 







 SCHEDULE I 
 Pledged Collateral 
 The following Collateral is hereby pledged by the
applicable Pledgor to Secured Party pursuant to the Collateral Pledge Agreement to which this Schedule is attached 
  

	 	A.	Pledged Interest 

  

											
	 Collateral
	  	Juris. of Org.	  	Class of
Interests	  	Certificate
Number	  	Number of Shares / %
of Interests owned by
Debtor	 	 Debtor

	 Dekania Investors, LLC
	  	DE	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 Strategos Capital Management, LLC
	  	DE	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 Cohen & Company Management, LLC
	  	DE	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 Cohen Legacy, LLC
	  	DE	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 EuroDekania Management Limited
	  	U.K.	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 Cohen Asia Investments Ltd.
	  	Cayman Is.	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 EuroDekania Limited
	  	Guernsey	  	N/A	  	N/A	  	1,029,882	 	Alesco Holdings, LTD
	 Star Asia Finance Limited
	  	Guernsey	  	N/A	  	N/A	  	3,478,876	 	Dekania Investors, LLC
	 Star Asia Finance LLC
	  	DE	  	N/A	  	N/A	  	45,000	 	Dekania Investors, LLC
	 Star Asia SPV, LLC
	  	DE	  	N/A	  	N/A	  	1,410,568	 	Dekania Investors, LLC
	 Muni Funding Company of America, LLC
	  	DE	  	N/A	  	N/A	  	1,000,200	 	Alesco Holdings, LTD
	 Non-Profit Preferred Funding Trust I
	  	DE	  	Preferred	  	EA 19	  	250	 	Cohen Brothers, LLC
	 Cohen & Company Securities LLC
	  	DE	  	N/A	  	N/A	  	100%	 	Cohen Brothers, LLC
	 Strategos Deep Value Mortgage Fund LP
	  	DE	  	N/A	  	N/A	  	29%	 	Dekania Investors, LLC
	 Strategos Deep Value Mtg. (Offshore) Fund
	  	Cayman Is.	  	N/A	  	N/A	  	9%	 	Dekania Investors, LLC









											
	 Collateral
	  	Juris. of Org.	  	Class of Interests	 	Certificate
Number	  	Number of Shares / %
of Interests owned by
Debtor	 	 Debtor

	 Strategos Deep Value Credit GP LLC
	  	DE	  	N/A	 	N/A	  	50%	 	Cohen Brothers, LLC
	 Kleros Real Estate CDO IV, Ltd.
	  	Cayman Is.	  	Preferred	 	PS/R-1	  	100%	 	Cohen Brothers, LLC
	 Cohen & Company Financial Management, LLC
	  	DE	  	Membership
Interests/Units	 	N/A	  	100%	 	Dekania Investors, LLC
	 Dekania Capital Management, LLC
	  	DE	  	Membership
Interests/Units	 	N/A	  	100%	 	Dekania Investors, LLC
	 CIRA ECM, LLC
	  	DE	  	Membership
Interests/Units	 	N/A	  	100%	 	Dekania Investors, LLC
	 Alesco Preferred Funding VI, Ltd.
	  	Cayman Is.	  	Preferred	 	C-66	  	100	 	Cohen & Company Financial Management, LLC
	 Alesco Preferred Funding VII, Ltd.
	  	Cayman Is.	  	Preferred	 	R-35	  	500	 	Cohen & Company Financial Management, LLC
	 Alesco Preferred Funding IX, Ltd.
	  	Cayman Is.	  	Preferred	 	R-24	  	2,655	 	Cohen & Company Financial Management, LLC
	 Kleros Preferred Funding II, Ltd
	  	Cayman Is.	  	Preferred	 	PS/R-1	  	600	 	Cohen & Company Financial Management, LLC
	 Kleros Preferred Funding, Ltd.
	  	Cayman Is.	  	Preferred	 	PS/R-5	  	1,500	 	CIRA ECM, LLC
	 Dekania Corp.
	  	DE	  	Common	 	9	  	1,458,333	 	Cohen Legacy, LLC
	 Dekania Corp.
	  	DE	  	Common
 Units

(Common and
Warrants)
	 	U-0011	  	250,000	 	Cohen Legacy, LLC
	 Star Asia Management Ltd.
	  	Cayman Is.	  	Common	 	N/A	  	50%	 	Cohen Asia Investments Ltd
	 Kleros Real Estate CDO I, Ltd.
	  	Cayman Is.	  	Preferred	 	PS/R-1	  	100%	 	Cohen Legacy, LLC
	 Alesco Holdings, Ltd.
	  	Cayman Is.	  	Common	 	N/A	  	100%	 	Cohen Principal Investing, LLC


  
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	 Collateral
	  	Juris. of Org.	  	Class of Interests	  	Certificate
Number	  	Number of Shares / %
of Interests owned by
Debtor	 	 Debtor

	 Alesco Preferred Funding XVII, Ltd.
	  	Cayman Is	  	Preferred	  	R-2	  	40%	 	Alesco Holdings, Ltd.
	 Alesco Preferred Funding XVI, Ltd.
	  	Cayman Is	  	Preferred	  	R-2	  	40%	 	Alesco Holdings, Ltd.
	 Alesco Preferred Funding XV, Ltd.
	  	Cayman Is	  	Preferred	  	R-l	  	40%	 	Alesco Holdings, Ltd.
	 Alesco Preferred Funding XIV, Ltd.
	  	Cayman Is	  	Preferred	  	R-l	  	40%	 	Alesco Holdings, Ltd.
	 Alesco Preferred Funding XIII, Ltd.
	  	Cayman Is	  	Preferred	  	R-6	  	40%	 	Alesco Holdings, Ltd.
	 Alesco Preferred Funding XI, Ltd.
	  	Cayman Is	  	Preferred	  	R-6	  	40%	 	Alesco Holdings, Ltd.
	 Alesco Preferred Funding X, Ltd.
	  	Cayman Is	  	Preferred	  	R-6	  	40%	 	Alesco Holdings, Ltd.
	 Kleros Preferred Funding VII, Ltd.
	  	Cayman Is	  	Preferred	  	R-I	  	40%	 	Alesco Holdings, Ltd.
	 Kleros Preferred Funding V, Ltd.
	  	Irish	  	Preferred	  	R-2	  	35.29%	 	Alesco Holdings, Ltd.
	 Libertas Preferred Funding I, Ltd.
	  	Cayman Is	  	Preferred	  	N/A	  	10.53%	 	Alesco Holdings, Ltd.
	 Cohen Securities Funding, LLC
	  	DE	  	Membership
Interests/Units	  	N/A	  	100%	 	Cohen Brothers, LLC
	 Kleros Real Estate CDO II, Ltd.
	  	Cayman Is.	  	Preferred	  	PS/R-1	  	100%	 	Cohen Legacy, LLC
	 Sunset Holdings, Ltd.
	  	Cayman Is.	  	Common	  	N/A	  	100%	 	Cohen Principal Investing, LLC
	 Emporia Preferred Funding III, Ltd.
	  	Cayman Is.	  	Preferred	  	D-4	  	79.49%	 	Sunset Holdings, Ltd.
	 Emporia Preferred Funding II, Ltd.
	  	Cayman Is.	  	Preferred	  	R-l	  	59%	 	Sunset Holdings, Ltd.
	 Alesco Preferred Funding XII, Ltd.
	  	Cayman Is.	  	Preferred	  	R-5	  	40%	 	Sunset Holdings, Ltd.


  
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	 Collateral
	  	Juris. of Org.	  	Class of Interests	  	Certificate
Number	  	Number of Shares / %
of Interests owned by
Debtor	 	 Debtor

	 Emporia Preferred Funding IV, Ltd.
	  	Cayman Is.	  	Common	  	N/A	  	100%	 	Cohen Legacy, LLC
	 Cohen & Company Capital Markets, LLC
	  	DE	  	Membership
Interests/Units	  	N/A	  	100%	 	Cohen Securities Funding, LLC


  
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 SCHEDULE A 
 See attached. 

  
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 SCHEDULE E 

Permanent Investments 

Section 1 
  

									
	 Description
	  	# of
Shares	 	  	Value as of 9-30-10	 
	 Star Asia Finance, Ltd.
	  	 	3,478,876	  	  	 	31,965,652	  
	 Star Asia Finance, LLC
	  	 	45,000	  	  	 	413,483	  
	 Muni Funding Company of America, LLC
	  	 	1,000,200	  	  	 	2,470,494	  
	 EuroDekania Ltd
	  	 	1,054,882	  	  	 	1,177,442	  
	 Non-Profit Preferred Funding I Preferred Shares
	  	 	250	  	  	 	114,161	  
	 Alesco VI Preferred Shares
	  	 	100	  	  	 	—  	  
	 Alesco VII Preferred Shares
	  	 	500	  	  	 	—  	  
	 Alesco IX Preferred Shares
	  	 	2,655	  	  	 	—  	  
	 Kleros I Preferred Shares
	  	 	1,500	  	  	 	—  	  
	 Kleros II Preferred Shares
	  	 	600	  	  	 	—  	  
		  				  	 	 	 
		  				  	 	36,141,232	  
			
	 Description
	  	LP Units	 	  	Value as of 9-30-10	 
	 Brigadier Capital, LP
	  	 	365,392	  	  	 	365,392	  
	 Brigadier Capital, LP
	  	 	86,917	  	  	 	86,917	  
	 Strategos Deep Value Onshore Fund, LP
	  	 	2,112,224	  	  	 	2,112,224	  
	 Strategos Deep Value Offshore Fund, LP
	  	 	4,275,642	  	  	 	4,275,642	  
		  				  	 	 	 
		  				  	 	6,840,175	  
		  	 	Total	  	  	 	42,981,407	  
		  				  	 	 	 

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 Section 2 
  

									
	 Description - Structured Finance Investments
	  	# of Shares 
or
Notional
Amount	 	  	Value as 
of
9-30-10	 
	 Alesco Preferred Funding X, Ltd. Preference Shares
	  	 	24,1620	 	  	$	—  	  
	 Alesco Preferred Funding XI, Ltd. Preference Shares
	  	 	17,600	  	  	 	—  	  
	 Alesco Preferred Funding XII, Ltd. Preference Shares
	  	 	17,600	  	  	 	—  	  
	 Alesco Preferred Funding XIII, Ltd. Preference Shares
	  	 	13,440	  	  	 	—  	  
	 Alesco Preferred Funding XIV, Ltd. Preference Shares
	  	 	20,800	  	  	 	—  	  
	 Alesco Preferred Funding XV, Ltd. Preference Shares
	  	 	15,600	  	  	 	—  	  
	 Alesco Preferred Funding XVI, Ltd. Preference Shares
	  	 	10,400	  	  	 	—  	  
	 Alesco Preferred Funding XVII, Ltd. Preference Shares
	  	 	14,700	  	  	 	—  	  
	 Kleros Real Estate CDO I, Ltd. Preference Shares
	  	 	4,000	  	  	 	—  	  
	 Kleros Real Estate CDO II, Ltd. Preference Shares
	  	 	4,000	  	  	 	—  	  
	 Kleros Real Estate CDO IV, Ltd. Preference Shares
	  	 	12,000	  	  	 	—  	  
	 Libertas Preferred Funding I, Ltd.
	  	 	2,000	  	  	 	—  	  
	 Kleros Preferred Funding V
	  	 	3,000	  	  	 	—  	  
	 Kleros Preferred Funding VII
	  	 	3,200	  	  	 	—  	  
		  				  	 	 	 
		  				  	 	—  	  

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	 Description - Other Investments
	  	Notional
Amount	 	  	Value as of 9-30-10	 
	 Peerless Commercial Loan
	  	 	11,745,590	  	  	 	1,200,0000	  
	 WDC Exploration & Wells Holding LLC
	  	 	500,000	  	  	 	—  	  
	 Yarhouse USA, Inc.
	  	 	500,000	  	  	 	250,000	  
	 On-Balance Sheet Residential Mortgage Loans
	  	 	1,480,000	  	  	 	266,533	  
		  				  	 	 	 
		  				  	 	1,716,533	  

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 Schedule 5.1 
 State & Jurisdictions Where Borrower & Subsidiary Guarantors Are Qualified To Do Business 
  

					
	 Company Name
	  	State of Formation	  	Foreign 
Qualification
States
	 Alesco Holdings, Ltd.
	  	Cayman	  	
	 Cira ECM, LLC
	  	DE	  	
	 Cohen & Compagnie
	  	FR	  	
	 Cohen & Company Financial Management, LLC
	  	DE	  	NY, PA
	 Cohen & Company Management, LLC
	  	DE	  	NY, PA
	 Cohen Asia Investments Ltd.
	  	Cayman	  	
	 Cohen Brothers, LLC d/b/a Cohen & Company
	  	DE	  	IL, NY, PA
	 Cohen Legacy, LLC
	  	DE	  	PA
	 Cohen Principal Investing, LLC
	  	DE	  	
	 Cohen Securities Funding LLC
	  	DE	  	PA
	 Dekania Capital Management, LLC
	  	DE	  	PA
	 Dekania Investors, LLC
	  	DE	  	PA
	 EuroDekania Management Limited
	  	UK	  	
	 Strategos Capital Management, LLC
	  	DE	  	PA
	 Sunset Holdings, Ltd.
	  	Cayman	  	


  
 9 








 Schedule 5.7 
 Federal Tax Identification Numbers of Borrower & Subsidiary Guarantors 
  

							
	 Company Name
	  	State of
Formation	  	EIN	  	State / 
Country
ID
Number
	 Alesco Holdings, Ltd.
	  	Cayman	  	98-0489740	  	WK-155682
	 Brigadier Capital Management, LLC
	  	DE	  	42-1709932	  	4183552
	 Brigadier GP, LLC
	  	DE	  	87-0770835	  	4160506
	 Cira ECM, LLC
	  	DE	  	65-1246012	  	3947923
	 Cohen & Compagnie
	  	FR	  	NA	  	480 820 513
	 Cohen & Company Financial Management, LLC
	  	DE	  	51-0483226	  	3692613
	 Cohen & Company Management, LLC
	  	DE	  	14-1944454	  	4084630
	 Cohen Asia Investments Ltd.
	  	Cayman	  	98-0523411	  	181521
	 Cohen Brothers, LLC d/b/a Cohen & Company
	  	DE	  	01-0825075	  	3867388
	 Cohen Legacy, LLC
	  	DE	  	03-0601028	  	4197674
	 Cohen Principal Investing, LLC
	  	DE	  	27-4357258	  	4914708
	 Cohen Securities Funding LLC
	  	DE	  	27-0981262	  	4733960
	 Dekania Capital Management, LLC
	  	DE	  	13-4265112	  	3672210
	 Dekania Investors, LLC
	  	DE	  	54-2122809	  	3690116
	 EuroDekania Management Limited
	  	UK	  	98-0510375	  	5894236
	 Strategos Capital Management, LLC
	  	DE	  	30-0291839	  	3825891
	 Sunset Holdings, Ltd.
	  	Cayman	  	98-0500646	  	WK-167838


  
 10 









 Schedule 5.9 
 Subsidiaries & Affiliates 
 Part 1 

Section A – Subsidiaries 
 Brigadier
Capital Management LLC 
 Brigadier GP LLC 
 Cira ECM Funding, LLC - f/k/a Emporia Capital Funding, LLC 
 Cira ECM, LLC, f/k/a Emporia Capital
Management, LLC 
 Cohen & Compagnie 
 Cohen & Company Capital Management, LLC 
 Cohen & Company Financial Management,
LLC 
 Cohen Legacy, LLC 

Cohen & Company Management, LLC 

Cohen & Company Securities, LLC 
 Cohen
Asia Investments Ltd. 
 Cohen Principal Investing, LLC 
 Dekania Capital Management, LLC 
 Dekania Investors, LLC 

EuroDekania Management Limited 
 Star Asia
Management Ltd. 
 Strategos Capital Management, LLC 
 Strategos Deep Value Credit GP, LLC 
 Strategos Deep Value Credit II GP, LLC 

Strategos Relative Value GP I, LLC 
 Section
B – Affiliates 
 Brigadier Capital LP 
 Brigadier Capital Master Fund Ltd. 
 Brigadier Capital Offshore Fund Ltd. 

Brigadier Capital Offshore Holding Company Ltd. 

Cohen Bros. Financial, LLC 
 Dekania Corp.

 EuroDekania Limited 
 EuroDekania
Operating Company, LLC 
 RAIT Financial Trust 
 Star Asia Finance, Limited 
 Star Asia Finance, LLC 

Star Asia Management Japan Ltd. 
 Star Asia SPV,
LLC 
 Strategos Deep Value Mortgage Fund LP 
 Strategos Deep Value Mortgage (Offshore) Fund L.P. 
 Strategos Deep Value Mortgage Master Fund Ltd.

 Strategos Deep Value Mortgage (Offshore) Fund 1-A L.P. 
 Strategos Deep Value Mortgage Fund II LP - Fund II Offshore Entity 

  
 11 









 Strategos Deep Value Mortgage Master Fund II Ltd. - Fund II 

Strategos Relative Value Mortgage Fund LP 

Strategos Deep Value Mortgage Onshore Fund II LP 

  
 12 









 Part 2 
 Section A – Subsidiaries 
 Alesco Holdings, Ltd. 

Cohen Securities Funding LLC 
 Emporia Preferred
Funding IV, Ltd. 
 Sunset Financial Statutory Trust I 
 Sunset Holdings, Ltd. 
 Section B – CDO / CLO Entities 

Alesco Preferred Funding X, Ltd. 
 Alesco
Preferred Funding XI, Ltd. 
 Alesco Preferred Funding XII, Ltd. 
 Alesco Preferred Funding XIII, Ltd. 
 Alesco Preferred Funding XIV, Ltd. 

Alesco Preferred Funding XV, Ltd. 
 Alesco
Preferred Funding XVI, Ltd. 
 Alesco Preferred Funding XVII, Ltd. 
 Emporia Preferred Funding II, Ltd. 
 Emporia Preferred Funding III, Ltd. 

Kleros Preferred Funding V, PLC 
 Kleros
Preferred Funding VII, Ltd. 
 Kleros Real Estate CDO I, Ltd. 
 Kleros Real Estate CDO II, Ltd. 
 Kleros Real Estate CDO IV, Ltd. 

Libertas Preferred Funding I, Ltd. 

  
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 Schedule 5.17 
 Capital Stock of Borrower & Subsidiary Guarantors 
 Section 1

 Cohen Brothers, LLC owns 100% of the membership interests in the following entities: 

Brigadier Capital Management, LLC 
 Brigadier GP, LLC 
 Cohen Legacy, LLC 

Cohen & Company Management, LLC 
 Cohen & Company Securities, LLC 
 Cohen Asia Investment Ltd. 

Cohen Principal Investing, LLC 
 Cohen Securities Funding, LLC 
 Dekania Investors, LLC 

EuroDekania Management Limited 
 Strategos Capital Management, LLC 
 Strategos Deep Value Credit GP, LLC 

Strategos Deep Value Credit II GP, LLC 
 Cohen Brothers, LLC owns 100% of the ownership interests in: 
 Cohen &
Compagnie, SAS 
 Cohen & Company Securities, LCC owns 100% of the membership interests in the following entities: 

Cira ECM Funding, LLC, f/k/a Emporia Capital Funding LLC 
 Dekania Investors, LCC owns 100% of the membership interests in the following entities: 
 Cohen & Company Financial Management, LLC 
 Dekania Capital Management,
LLC 
 Cira ECM, LLC, f/k/a Emporia Capital Management, LLC 
 Cohen Brothers, LLC Capital Stock: (Numbers below are as of September 30, 2010) 
 Cohen
Brothers, LLC Outstanding Membership Units = 15,626,903 
 Cohen Brothers, LLC Restricted Units representing, in the aggregate, the contractual
right to receive 1,495,239 Membership Units 

  
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 Section 2 
 Cohen Brothers, LLC, owns the percentages of preferred stock set forth below: 

Alesco Preferred Funding X, Ltd. – 40% 
 Alesco Preferred Funding XIII, Ltd. – 40% 
 Kleros Real Estate CDO IV, Ltd.
– 100% 
 The following entities own the equity interests set forth below: 

 

									
	 Debtor
	  	 Collateral
	  	% of
Interest
Owned	 	 	Class of
Interests
	Cohen Legacy, LLC	  	Kleros Real Estate CDO I, Ltd.	  	 	100	% 	 	Preferred
	Cohen Legacy, LLC	  	Kleros Real Estate CDO I, Ltd.	  	 	100	% 	 	Common
	Cohen Principal Investing, LLC	  	Alesco Holdings, Ltd.	  	 	100	% 	 	Common
	Alesco Holdings, Ltd.	  	Alesco Preferred Funding XVII, Ltd.	  	 	40	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Alesco Preferred Funding XVI, Ltd.	  	 	40	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Alesco Preferred Funding XV, Ltd.	  	 	40	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Alesco Preferred Funding XIV, Ltd.	  	 	40	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Alesco Preferred Funding XI, Ltd.	  	 	40	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Kleros Preferred Funding VII, Ltd.	  	 	40	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Kleros Preferred Funding V, PLC	  	 	35.29	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Libertas Preferred Funding III, Ltd.	  	 	12.5	% 	 	Preferred
	Alesco Holdings, Ltd.	  	Libertas Preferred Funding I, Ltd.	  	 	10.53	% 	 	Preferred
				
	 Debtor
	  	 Collateral
	  	% of
Interest
Owned	 	 	Class of
Interests
	Cohen Legacy, LLC	  	Kleros Real Estate CDO II, Ltd.	  	 	100	% 	 	Preferred
	Cohen Principal Investing, LLC	  	Sunset Holdings, Ltd.	  	 	100	% 	 	Common
	Cohen Legacy, LLC	  	Kleros Real Estate CDO II, Ltd.	  	 	100	% 	 	Common
	Sunset Holdings, Ltd.	  	Emporia Preferred Funding III, Ltd.	  	 	33.9	% 	 	Preferred


  
 15 










									
	Sunset Holdings, Ltd.	  	Emporia Preferred Funding II, Ltd.	  	 	59	% 	 	Preferred
	Sunset Holdings, Ltd.	  	Alesco Preferred Funding XII, Ltd.	  	 	40	% 	 	Preferred
	Cohen Legacy, LLC	  	Emporia Preferred Funding IV, Ltd.	  	 	100	% 	 	Common
	Cohen Legacy, LLC	  	Kleros Real Estate CDO IV, Ltd.	  	 	100	% 	 	Common


  
 16 









 Schedule 5.19 
 Perfection and Priority - Borrower & Subsidiary Guarantors 
 All financing
statements related to entities mentioned below shall be filed with the Secretary of State for the State of Delaware. 
 Cohen & Company
Financial Management, LLC 
 Cohen Legacy, LLC 
 Cohen & Company Management, LLC 
 Cohen Principal Investing, LLC 

Cohen Securities Funding LLC 
 Cohen Brothers,
LLC, d/b/a Cohen & Company 
 Dekania Capital Management, LLC 
 Dekania Investors, LLC 
 Strategos Capital Management, LLC 

Perfection of a Security Interest in this entity below shall be done in compliance with Cayman Island Law. 

Alesco Holdings, Ltd. 
 Sunset Holdings, Ltd.

 Cohen Asia Investments Ltd. 

  
 17