0001193125-06-212079 Sample Contracts

Cohen & Company Letterhead]
Letter Agreement • October 20th, 2006 • Alesco Financial Inc • Real estate investment trusts

Reference is made to the Letter Agreement, dated as of January 31, 2006 (the “Letter Agreement”), relating to certain rights of first refusal and non-competition arrangements between Cohen Brothers, LLC (d/b/a Cohen & Company) (“Cohen”) and Alesco Financial Trust (“AFT”), in connection with the Management Agreement of same date between AFT and Cohen & Company Management, LLC (formerly Cohen Brothers Management, LLC).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 20th, 2006 • Alesco Financial Inc • Real estate investment trusts • New York

Assignment and Assumption Agreement (the “Agreement”) dated as of October 6, 2006, among Alesco Financial Trust, a Maryland real estate investment trust (the “Assignor”), Sunset Financial Resources, Inc., a Maryland corporation (the “Assignee”), and Cohen Brothers Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

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