REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2006 • Dekania Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Dekania Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENTWarrant Agreement • November 16th, 2006 • Dekania Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2006, by and between Dekania Corp., a Delaware corporation, with offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant Agent”).
ContractDekania Corp. • January 31st, 2007 • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, HYOTHECATED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2007 • Dekania Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of , 2007 (the “Agreement”) is entered into by and among Dekania Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2007 • Dekania Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this day of , 2007 for the benefit of Dekania Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, by Cohen Bros. Acquisitions, LLC, a limited liability company organized under the laws of Delaware (the “Subscriber”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.
WARRANT AGREEMENTWarrant Agreement • January 31st, 2007 • Dekania Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2007, by and between Dekania Corp., a Delaware corporation, with offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2007 • Dekania Corp. • Blank checks • New York
9,700,000 Units DEKANIA CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2006 • Dekania Corp. • Blank checks • New York
The undersigned, Dekania Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Maxim Group LLC (which is collectively referred to herein with Merrill Lynch as the “Representatives”) and with the other underwriters named on Schedule A hereto for which the Representatives are acting as representative (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” which term shall also include any underwriter substituted as hereinafter provided in Section 6 hereof, or, individually, an “Underwriter”) as follows:
DEKANIA CORP.Dekania Corp. • November 19th, 2008 • Blank checks
This letter will confirm our agreement, that Cohen Brothers, LLC (“Cohen Brothers”) shall loan Dekania Corp. (the “Company”) funds to cover its costs and to provide the Company with working capital to enable it to fund its expenses, including the expenses associated with the pursuit of a business combination and expenses with respect to its potential dissolution and liquidation, up to a maximum of $500,000 (the “Loan”). The Company is permitted to draw on the Loan, at any time up until the consummation of a business combination or the Company’s liquidation and dissolution, by providing written notice to Cohen Brothers. The Loan shall not bear interest.
KEEP WELL AGREEMENTKeep Well Agreement • August 14th, 2006 • Dekania Corp. • Blank checks • New York
This KEEP WELL AGREEMENT (this “Agreement”), dated as of , 2006, is entered into by and between Cohen Brothers, LLC, a Delaware limited liability company (the “Parent”), and Cohen Bros. Acquisitions, LLC, a Delaware limited liability company (the “Company”).
December 10, 2007 Mr. Tom Friedberg Chief Executive Officer Dekania Corp. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Dear Mr. Friedberg:Dekania Corp. • December 12th, 2007 • Blank checks
Effective October 3, 2007, the partners of Goldstein Golub Kessler LLP (GGK), became partners of McGladrey & Pullen, LLP in a limited asset purchase agreement. As a result of this transaction, the client-auditor relationship between Dekania Corp. (Commission File Number 001-33285) and GGK, independent registered public accounting firm, has ceased.
DEKANIA CORP.Dekania Corp. • August 14th, 2006 • Blank checks
