EXHIBIT 10.4 


NON-RECOURSE SUBSIDIARY GUARANTEE


          NON-RECOURSE
SUBSIDIARY GUARANTEE, dated as of November 1, 2011 (this “Guarantee”),
made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the “Guarantors”), in favor of
the purchasers signatory (together with their permitted assigns, the “Purchasers”)
to that certain Securities Purchase Agreement, dated as of the date hereof,
between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”)
and the Purchasers. 


W I T N E S S E T H:


          WHEREAS,
pursuant to that certain Securities Purchase Agreement, dated as of the date
hereof, by and between the Company and the Purchasers (the “Purchase
Agreement”), the Company has agreed to sell and issue to the Purchasers,
and the Purchasers have agreed to purchase from the Company the Debentures,
subject to the terms and conditions set forth therein; and 


          WHEREAS,
each Guarantor will directly benefit from the extension of credit to the
Company represented by the issuance of the Debentures; and 


          NOW,
THEREFORE, in consideration of the premises and to induce the Purchasers to
enter into the Purchase Agreement and to carry out the transactions
contemplated thereby, each Guarantor hereby agrees with the Purchasers as
follows: 


          1. Definitions.
Unless otherwise defined herein, terms defined in the Purchase Agreement and
used herein shall have the meanings given to them in the Purchase Agreement.
The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole and
not to any particular provision of this Guarantee, and Section and Schedule
references are to this Guarantee unless otherwise specified. The meanings given
to terms defined herein shall be equally applicable to both the singular and
plural forms of such terms. The following terms shall have the following
meanings: 


	
  

 	
  

 
	
  

 	
           “Guarantee”
 means this Subsidiary Guarantee, as the same may be amended, supplemented or
 otherwise modified from time to time. 

 
	
  

 	
  

 
	
  

 	
           “Obligations”
 shall have the meaning ascribed thereto in the Security Agreement. 

 


          2. Guarantee.



	
  

 	
  

 
	
  

 	
           (a) Guarantee.
 

 













	
  

 	
  

 
	
  

 	
           (i) The
 Guarantors hereby, jointly and severally, unconditionally and irrevocably,
 guarantee to the Purchasers and their respective successors, indorsees,
 transferees and assigns, the prompt and complete payment and performance when
 due (whether at the stated maturity, by acceleration or otherwise) of the
 Obligations. 

 
	
  

 	
  

 
	
  

 	
           (ii)
 ANYTHING HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT TO THE CONTRARY
 NOTWITHSTANDING, THE MAXIMUM LIABILITY OF EACH GUARANTOR HEREUNDER SHALL IN
 NO EVENT EXCEED THE AMOUNT WHICH CAN BE REALIZED BY THE AGENT FROM THE
 DISPOSITION OF THE COLLATERAL SUBJECT TO THE LIEN GRANTED BY EACH RESPECTIVE
 GUARANTOR PURSUANT TO THE SECURITY AGREEMENT (THE “GUARANTOR COLLATERAL”),
 AND THE OBLIGATIONS SHALL OTHERWISE BE NONRECOURSE TO EACH GUARANTOR
 IRRESPECTIVE OF THE FAILURE OF THE PURCHASERS TO HAVE RECEIVED PAYMENT IN
 FULL OF THE OBLIGATIONS. 

 
	
  

 	
  

 
	
  

 	
           (iii)
 Each Guarantor agrees that the Obligations may at any time and from time to
 time exceed the amount of the liability of such Guarantor hereunder without
 impairing the guarantee contained in this Section 2 or affecting the rights
 and remedies of the Purchasers hereunder. 

 
	
  

 	
  

 
	
  

 	
           (iv) The
 guarantee contained in this Section 2 shall remain in full force and effect
 with respect to each Guarantor until the earlier of the day on which (i) all
 the Obligations shall have been satisfied by indefeasible payment in full or
 (ii) upon the foreclosure of all Collateral pledged by such Guarantor. 

 
	
  

 	
  

 
	
  

 	
           (v) No
 payment made by the Company, any of the Guarantors, any other guarantor or
 any other Person or received or collected by the Purchasers from the Company,
 any of the Guarantors, any other guarantor or any other Person by virtue of
 any action or proceeding or any set-off or appropriation or application at
 any time or from time to time in reduction of or in payment of the
 Obligations shall be deemed to modify, reduce, release or otherwise affect
 the liability of any Guarantor hereunder which shall, notwithstanding any
 such payment (other than any payment made by such Guarantor in respect of the
 Obligations or any payment received or collected from such Guarantor in
 respect of the Obligations), remain liable for the Obligations up to the
 maximum liability of such Guarantor hereunder as provided in Section 2(a)(ii)
 until the Obligations are indefeasibly paid in full. 

 
	
  

 	
  

 
	
  

 	
           (vi)
 Notwithstanding anything to the contrary in this Guarantee, with respect to
 any defaulted non-monetary Obligations the specific 

 


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 performance of which by the Guarantors is not reasonably possible
 (e.g. the issuance of the Company’s Common Stock), the Guarantors shall only
 be liable for making the Purchasers whole on a monetary basis for the
 Company’s failure to perform such Obligations in accordance with the
 Transaction Documents. 

 






	
  

 	
  

 
	
  

 	
           (b) No
 Subrogation. Notwithstanding any payment made by any Guarantor hereunder
 or any set-off or application of funds of any Guarantor by the Purchasers, no
 Guarantor shall be entitled to be subrogated to any of the rights of the
 Purchasers against the Company or any other Guarantor or any collateral
 security or guarantee or right of offset held by the Purchasers for the
 payment of the Obligations, nor shall any Guarantor seek or be entitled to
 seek any contribution or reimbursement from the Company or any other
 Guarantor in respect of payments made by such Guarantor hereunder, until all
 amounts owing to the Purchasers by the Company on account of the Obligations
 are indefeasibly paid in full. If any amount shall be paid to any Guarantor
 on account of such subrogation rights at any time when all of the Obligations
 shall not have been paid in full, such amount shall be held by such Guarantor
 in trust for the Purchasers, segregated from other funds of such Guarantor,
 and shall, forthwith upon receipt by such Guarantor, be turned over to the
 Purchasers in the exact form received by such Guarantor (duly indorsed by
 such Guarantor to the Purchasers, if required), to be applied against the
 Obligations, whether matured or unmatured, in such order as the Purchasers
 may determine. 

 
	
  

 	
  

 
	
  

 	
           (c) Amendments,
 Etc. With Respect to the Obligations. Each Guarantor shall remain
 obligated hereunder notwithstanding that, without any reservation of rights
 against any Guarantor and without notice to or further assent by any
 Guarantor, any demand for payment of any of the Obligations made by the
 Purchasers may be rescinded by the Purchasers and any of the Obligations
 continued, and the Obligations, or the liability of any other Person upon or
 for any part thereof, or any collateral security or guarantee therefor or
 right of offset with respect thereto, may, from time to time, in whole or in
 part, be renewed, extended, amended, modified, accelerated, compromised, waived,
 surrendered or released by the Purchasers, and the Purchase Agreement and the
 other Transaction Documents and any other documents executed and delivered in
 connection therewith may be amended, modified, supplemented or terminated, in
 whole or in part, as the Purchasers may deem advisable from time to time, and
 any collateral security, guarantee or right of offset at any time held by the
 Purchasers for the payment of the Obligations may be sold, exchanged, waived,
 surrendered or released. The Purchasers shall have no obligation to protect,
 secure, perfect or insure any Lien at any time held by them as security for
 the Obligations or for the guarantee contained in this Section 2 or any
 property subject thereto. 

 
	
  

 	
  

 
	
  

 	
           (d) Guarantee
 Absolute and Unconditional. Each Guarantor waives any and all notice of
 the creation, renewal, extension or accrual of any of the Obligations and
 notice of or proof of reliance by the Purchasers upon the 

 


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 guarantee contained in this Section 2 or acceptance of the guarantee
 contained in this Section 2; the Obligations, and any of them, shall
 conclusively be deemed to have been created, contracted or incurred, or
 renewed, extended, amended or waived, in reliance upon the guarantee
 contained in this Section 2; and all dealings between the Company and any of
 the Guarantors, on the one hand, and the Purchasers, on the other hand,
 likewise shall be conclusively presumed to have been had or consummated in
 reliance upon the guarantee contained in this Section 2. Each Guarantor
 waives to the extent permitted by law diligence, presentment, protest, demand
 for payment and notice of default or nonpayment to or upon the Company or any
 of the Guarantors with respect to the Obligations. Each Guarantor understands
 and agrees that the guarantee contained in this Section 2 shall be construed
 as a continuing, absolute and unconditional guarantee of payment and
 performance without regard to (a) the validity or enforceability of the
 Purchase Agreement or any other Transaction Document, any of the Obligations
 or any other collateral security therefor or guarantee or right of offset
 with respect thereto at any time or from time to time held by the Purchasers,
 (b) any defense, set-off or counterclaim (other than a defense of payment or performance
 or fraud by Purchasers) which may at any time be available to or be asserted
 by the Company or any other Person against the Purchasers, or (c) any other
 circumstance whatsoever (with or without notice to or knowledge of the
 Company or such Guarantor) which constitutes, or might be construed to
 constitute, an equitable or legal discharge of the Company for the
 Obligations, or of such Guarantor under the guarantee contained in this
 Section 2, in bankruptcy or in any other instance. When making any demand
 hereunder or otherwise pursuing its rights and remedies hereunder against any
 Guarantor, the Purchasers may, but shall be under no obligation to, make a
 similar demand on or otherwise pursue such rights and remedies as they may
 have against the Company, any other Guarantor or any other Person or against
 any collateral security or guarantee for the Obligations or any right of
 offset with respect thereto, and any failure by the Purchasers to make any
 such demand, to pursue such other rights or remedies or to collect any
 payments from the Company, any other Guarantor or any other Person or to
 realize upon any such collateral security or guarantee or to exercise any
 such right of offset, or any release of the Company, any other Guarantor or
 any other Person or any such collateral security, guarantee or right of
 offset, shall not relieve any Guarantor of any obligation or liability
 hereunder, and shall not impair or affect the rights and remedies, whether
 express, implied or available as a matter of law, of the Purchasers against
 any Guarantor. For the purposes hereof, “demand” shall include the
 commencement and continuance of any legal proceedings. 

 
	
  

 	
  

 
	
  

 	
           (e) Reinstatement.
 The guarantee contained in this Section 2 shall continue to be effective, or be
 reinstated, as the case may be, if at any time payment, or any part thereof,
 of any of the Obligations is rescinded or must otherwise be restored or
 returned by the Purchasers upon the insolvency, bankruptcy, dissolution,
 liquidation or reorganization of the Company or any Guarantor, or upon or as
 a result of the appointment of a receiver, intervenor or 

 


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 conservator of, or trustee or similar officer for, the Company or any
 Guarantor or any substantial part of its property, or otherwise, all as though
 such payments had not been made. 

 


          3. Representations
and Warranties. Each Guarantor hereby makes the following representations
and warranties to Purchasers as of the date hereof: 


	
  

 	
  

 
	
  

 	
           (a) Authorization;
 Enforcement. The Guarantor has the requisite power and authority to enter
 into and to consummate the transactions contemplated by this Guaranty, and
 otherwise to carry out its obligations hereunder. The execution and delivery
 of this Guaranty by the Guarantor and the consummation by it of the
 transactions contemplated hereby have been duly authorized by all requisite
 action on the part of the Guarantor. This Guaranty has been duly executed and
 delivered by the Guarantor and constitutes the valid and binding obligation
 of the Guarantor enforceable against the Guarantor in accordance with its
 terms, except as such enforceability may be limited by applicable bankruptcy,
 insolvency, reorganization, moratorium, liquidation or similar laws relating
 to, or affecting generally the enforcement of, creditors’ rights and remedies
 or by other equitable principles of general application. 

 
	
  

 	
  

 
	
  

 	
           (b) No
 Conflicts. The execution, delivery and performance of this Guaranty by
 the Guarantor and the consummation by the Guarantor of the transactions
 contemplated thereby do not and will not (i) conflict with or violate any
 provision of its organizational documents or (ii) conflict with, constitute a
 default (or an event which with notice or lapse of time or both would become
 a default) under, or give to others any rights of termination, amendment,
 acceleration or cancellation of, any agreement, indenture or instrument to
 which the Guarantor is a party, or (iii) result in a violation of any law,
 rule, regulation, order, judgment, injunction, decree or other restriction of
 any court or governmental authority to which the Guarantor is subject
 (including Federal and State securities laws and regulations), or by which
 any material property or asset of the Guarantor is bound or affected, except
 in the case of each of clauses (ii) and (iii), such conflicts, defaults,
 terminations, amendments, accelerations, cancellations and violations as
 could not, individually or in the aggregate, have or result in a Material
 Adverse Effect. The business of the Guarantor is not being conducted in
 violation of any law, ordinance or regulation of any governmental authority,
 except for violations which, individually or in the aggregate, do not have a
 Material Adverse Effect. 

 
	
  

 	
  

 
	
  

 	
           (c) Consents
 and Approvals. The Guarantor is not required to obtain any consent,
 waiver, authorization or order of, or make any filing or registration with,
 any court or other federal, state, local, foreign or other governmental
 authority or other person in connection with the execution, delivery and
 performance by the Guarantor of this Guaranty. 

 


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           (d) Purchase
 Agreement. The representations and warranties of the Company set forth in
 the Purchase Agreement as they relate to such Guarantor, each of which is
 hereby incorporated herein by reference, are true and correct as of each time
 such representations are deemed to be made pursuant to such Purchase
 Agreement, and the Purchasers shall be entitled to rely on each of them as if
 they were fully set forth herein, provided that each reference in each such
 representation and warranty to the Company’s knowledge shall, for the
 purposes of this Section 3, be deemed to be a reference to such Guarantor’s
 knowledge. 

 


          4. Miscellaneous.



	
  

 	
  

 
	
  

 	
           (a) Amendments
 in Writing. None of the terms or provisions of this Guarantee may be
 waived, amended, supplemented or otherwise modified except in writing by the
 Purchasers. 

 
	
  

 	
  

 
	
  

 	
           (b) Notices.
 All notices, requests and demands to or upon the Purchasers or any Guarantor
 hereunder shall be effected in the manner provided for in the Purchase
 Agreement, provided that any such notice, request or demand to or upon any
 Guarantor shall be addressed to such Guarantor at its notice address set
 forth on Schedule 4(b). 

 
	
  

 	
  

 
	
  

 	
           (c) No
 Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers shall
 not by any act (except by a written instrument pursuant to Section 4(a)),
 delay, indulgence, omission or otherwise be deemed to have waived any right
 or remedy hereunder or to have acquiesced in any default under the
 Transaction Documents or Event of Default. No failure to exercise, nor any
 delay in exercising, on the part of the Purchasers, any right, power or
 privilege hereunder shall operate as a waiver thereof. No single or partial exercise
 of any right, power or privilege hereunder shall preclude any other or
 further exercise thereof or the exercise of any other right, power or
 privilege. A waiver by the Purchasers of any right or remedy hereunder on any
 one occasion shall not be construed as a bar to any right or remedy which the
 Purchasers would otherwise have on any future occasion. The rights and
 remedies herein provided are cumulative, may be exercised singly or
 concurrently and are not exclusive of any other rights or remedies provided
 by law. 

 
	
  

 	
  

 
	
  

 	
           (d) Enforcement
 Expenses; Indemnification. 

 





	
  

 	
  

 
	
  

 	
           (i) Each
 Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and
 expenses incurred in collecting against such Guarantor under the guarantee
 contained in Section 2 or otherwise enforcing or preserving any rights under
 this Guarantee and any other Transaction Document to which such Guarantor is
 a party, including, without limitation, the reasonable fees and disbursements
 of counsel to the Purchasers. 

 


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           (ii) Each
 Guarantor agrees to pay, and to save the Purchasers harmless from, any and
 all liabilities with respect to, or resulting from any delay in paying, any
 and all stamp, excise, sales or other taxes (other than revenue or income
 based taxes) which may be payable or determined to be payable in connection
 with any of the transactions contemplated by this Guarantee. 

 
	
  

 	
  

 
	
  

 	
           (iii) Each
 Guarantor agrees to pay, and to save the Purchasers harmless from, any and
 all liabilities, obligations, losses, damages, penalties, actions, judgments,
 suits, costs, expenses or disbursements of any kind or nature whatsoever with
 respect to the execution, delivery, enforcement, performance and
 administration of this Guarantee to the extent the Company would be required
 to do so pursuant to the Purchase Agreement. 

 
	
  

 	
  

 
	
  

 	
           (iv) The
 agreements in this Section shall survive repayment of the Obligations. 

 





	
  

 	
  

 
	
  

 	
           (e) Successor
 and Assigns. This Guarantee shall be binding upon the successors and
 assigns of each Guarantor and shall inure to the benefit of the Purchasers
 and their respective successors and assigns; provided that no Guarantor may
 assign, transfer or delegate any of its rights or obligations under this
 Guarantee without the prior written consent of the Purchasers. 

 
	
  

 	
  

 
	
  

 	
           (f) Counterparts.
 This Guarantee may be executed by one or more of the parties to this
 Guarantee on any number of separate counterparts (including by telecopy), and
 all of said counterparts taken together shall be deemed to constitute one and
 the same instrument. 

 
	
  

 	
  

 
	
  

 	
           (g) Severability.
 Any provision of this Guarantee which is prohibited or unenforceable in any
 jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
 such prohibition or unenforceability without invalidating the remaining
 provisions hereof, and any such prohibition or unenforceability in any
 jurisdiction shall not invalidate or render unenforceable such provision in
 any other jurisdiction. 

 
	
  

 	
  

 
	
  

 	
           (h) Section
 Headings. The Section headings used in this Guarantee are for convenience
 of reference only and are not to affect the construction hereof or be taken
 into consideration in the interpretation hereof. 

 
	
  

 	
  

 
	
  

 	
           (i) Integration.
 This Guarantee and the other Transaction Documents represent the agreement of
 the Guarantors and the Purchasers with respect to the subject matter hereof
 and thereof, and there are no promises, undertakings, representations or
 warranties by the Purchasers relative to subject matter hereof and thereof
 not expressly set forth or referred to herein or in the other Transaction
 Documents. 

 


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           (j) Governing
 Laws. All questions concerning the construction, validity, enforcement
 and interpretation of this Guarantee shall be governed by and construed and
 enforced in accordance with the internal laws of the State of New York,
 without regard to the principles of conflicts of law thereof. Each of the
 Company and the Guarantors agree that all proceedings concerning the interpretations,
 enforcement and defense of the transactions contemplated by this Guarantee
 (whether brought against a party hereto or its respective affiliates,
 directors, officers, shareholders, partners, members, employees or agents)
 shall be commenced exclusively in the state and federal courts sitting in the
 City of New York, Borough of Manhattan. Each of the Company and the
 Guarantors hereby irrevocably submits to the exclusive jurisdiction of the
 state and federal courts sitting in the City of New York, Borough of
 Manhattan for the adjudication of any dispute hereunder or in connection
 herewith or with any transaction contemplated hereby or discussed herein, and
 hereby irrevocably waives, and agrees not to assert in any proceeding, any
 claim that it is not personally subject to the jurisdiction of any such
 court, that such proceeding is improper. Each party hereto hereby irrevocably
 waives personal service of process and consents to process being served in
 any such proceeding by mailing a copy thereof via registered or certified
 mail or overnight delivery (with evidence of delivery) to such party at the
 address in effect for notices to it under this Guarantee and agrees that such
 service shall constitute good and sufficient service of process and notice
 thereof. Nothing contained herein shall be deemed to limit in any way any
 right to serve process in any manner permitted by law. Each party hereto
 hereby irrevocably waives, to the fullest extent permitted by applicable law,
 any and all right to trial by jury in any legal proceeding arising out of or
 relating to this Guarantee or the transactions contemplated hereby. 

 
	
  

 	
  

 
	
  

 	
           (k) Acknowledgements.
 Each Guarantor hereby acknowledges that: 

 





	
  

 	
  

 
	
  

 	
           (i) it has
 been advised by counsel in the negotiation, execution and delivery of this
 Guarantee and the other Transaction Documents to which it is a party; 

 
	
  

 	
  

 
	
  

 	
           (ii) the
 Purchasers have no fiduciary relationship with or duty to any Guarantor
 arising out of or in connection with this Guarantee or any of the other
 Transaction Documents, and the relationship between the Guarantors, on the
 one hand, and the Purchasers, on the other hand, in connection herewith or
 therewith is solely that of guarantor and creditor; and 

 
	
  

 	
  

 
	
  

 	
           (iii) no
 joint venture is created hereby or by the other Transaction Documents or
 otherwise exists by virtue of the transactions contemplated hereby among the
 Guarantors and the Purchasers. 

 


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           (l) Release
 of Guarantors. Each Guarantor will be released from all liability
 hereunder concurrently with the indefeasible repayment in full of all of the
 Obligations, or upon the foreclosure of all Collateral pledged by such
 Guarantor. 

 
	
  

 	
  

 
	
  

 	
           (m) WAIVER
 OF JURY TRIAL. EACH GUARANTOR AND, BY
 ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND
 UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
 RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.

 


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 (Signature Pages Follow)


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          IN WITNESS
WHEREOF, each of the undersigned has caused this Guarantee to be duly executed
and delivered as of the date first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 RODMAN PRINCIPAL INVESTMENTS, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
      Name:

 
	
  

 	
  

 	
      Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW, LLC 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
      Name:

 
	
  

 	
  

 	
      Title:

 


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