UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(RULE 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

INSTITUTIONAL FINANCIAL MARKETS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

45779L 107

(CUSIP Number)

Daniel G. Cohen

Cira Centre

2929 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19104-2870

(215) 701-9555

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 25, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1 or Rule 13d (f) -1(g), check the following box.  ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

This statement relates to the common stock, par value $0.001 per share (“Common Stock”), of Institutional Financial Markets, Inc., a Maryland corporation (the “Issuer”). The address of the Issuer’s principal executive offices is Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104-2870.

(a) This statement is being filed by EBC 2013 Family Trust (the “Reporting Person”), a trust formed under the laws of the State of Florida.

(b) The business address of the Reporting Person is c/o Institutional Financial Markets, Inc., Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104.

(c) Not applicable.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is organized under the laws of the State of Florida.

On May 9, 2013, the Issuer entered into the Securities Purchase Agreement (the “CBF Purchase Agreement”), by and between the Issuer and Cohen Bros. Financial, LLC (“CBF”), a Delaware limited liability company of which Daniel Cohen, a trustee of the Reporting Person and the Vice Chairman of the Issuer’s Board of Directors, President and Chief Executive of the Issuer’s European Business, and President of Cohen & Company Financial Limited, a wholly-owned subsidiary of the Issuer, is the sole member. Under the CBF Purchase Agreement, the Issuer agreed to issue and sell to CBF or its assignee (a) 800,000 newly issued shares (the “CBF Shares”) of Common Stock at $2.00 per share for an aggregate amount of $1,600,000; and (b) a convertible promissory note (the “CBF Note”), in the aggregate principal amount of $2,400,000, which is convertible into Common Stock at $3.00 per share (as more fully described in Item 4 of this Schedule 13D), subject to certain customary anti-dilution adjustments.

The CBF Purchase Agreement is incorporated herein as Exhibit 1, and the description of the CBF Purchase Agreement contained herein is qualified in its entirety by reference to the full text of the CBF Purchase Agreement.

SCHEDULE 13D

On September 25, 2013, in connection with the closing (the “Closing”) of the transactions contemplated by the CBF Purchase Agreement, the Reporting Person, as assignee of CBF, acquired from the Issuer (a) the CBF Shares for an aggregate purchase price of $1,600,000 (the “Common Stock Purchase Price”); and (b) the CBF Note for an aggregate purchase price of $2,400,000 (together with the Common Stock Purchase Price, the “Purchase Price”).

In connection with the Reporting Person’s purchase of the CBF Shares and the CBF Note from the Issuer, Edward E. Cohen and Betsy Z. Cohen, the grantors (the “Grantors”) of the Reporting Person, loaned (the “Loan”) to the Reporting Person an amount equal to the Purchase Price.

The Loan was evidenced by the EBC 2013 Family Trust Promissory Note (the “EBC Note”), dated September 24, 2013, which was issued by the Reporting Person to the Grantors in the aggregate principal amount of $4,000,000. Under the EBC Note, the outstanding principal amount is due and payable to the holder thereof, in full, on September 23, 2018. Interest on the EBC Note accrues, compounds and is payable annually. Under the EBC Note, an “Event of Default” will occur if (a) the Reporting Person fails to make a required payment of principal and/or interest on the EBC Note when due, and such failure continues for thirty days or more following EBC Trust’s receipt of written notice of the default from the Grantors; or (b) the Reporting Person enters into bankruptcy or similar proceedings. Upon the occurrence or existence of any “Event of Default” under the EBC Note, the Grantors may declare the outstanding principal amount and all accrued and unpaid interest under the EBC Note to be immediately due and payable. Further, upon the occurrence of any “Event of Default” under the EBC Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the EBC Note will bear interest at a rate equal to 10% per year. The EBC Note may be prepaid in whole or in part prior to the maturity date without penalty.

The EBC Note is incorporated herein as Exhibit 2, and the description of the EBC Note contained herein is qualified in its entirety by reference to the full text of the EBC Note, a copy of which is attached hereto as Exhibit 2.

In connection with the Loan, the Reporting Person entered into the EBC 2013 Family Trust Security and Pledge Agreement (the “EBC Pledge Agreement”), dated September 24, 2013, in favor of the Grantors, pursuant to which the Reporting Person has pledged the CBF Shares and the CBF Note (the “Pledged Securities”) to the Grantors as security for the due and timely payment of the Reporting Person’s obligations under the EBC Note. Under the EBC Pledge Agreement, so long as no Event of Default (as defined in the EBC Note) has occurred and is continuing, the Reporting Person is entitled to exercise all voting rights pertaining to the Pledged Securities, and the Reporting Person is entitled to receive all cash dividends, interest or any other distributions distributed in respect of the Pledged Securities (other than any return of capital contribution or proceeds of liquidation). However, upon the occurrence and during the continuance of an Event of Default all such rights will vest in the Grantors.

The EBC Pledge Agreement is incorporated herein as Exhibit 3, and the description of the EBC Pledge Agreement contained herein is qualified in its entirety by reference to the full text of the EBC Pledge Agreement, a copy of which is attached hereto as Exhibit 3.

SCHEDULE 13D

The information in Item 3 is incorporated by reference herein.

The Reporting Person acquired the CBF Shares and the CBF Note for investment purposes. The Reporting Person intends from time to time to review its ownership position in the Issuer and may, based on such factors as it deems relevant, seek to acquire additional shares of Common Stock or other securities of the Issuer, dispose of shares of Common Stock or other securities of the Issuer (whether pursuant to a registered offering or otherwise), or take any of the actions set forth in items (a) through (j) of Item 4 of Schedule 13D.

In the event that no event of default has occurred under the CBF Note, (a) if dividends of less than $0.02 per share are paid on the Common Stock in any fiscal quarter prior to an interest payment date, then the Issuer may pay one-half of the interest payable on such date in cash, and the remaining one-half of the interest otherwise payable will be added to the principal amount of the CBF Note then outstanding; and (b) if no dividends are paid on the Common Stock in the fiscal quarter prior to an interest payment date, then the Issuer may make no payment in cash of the interest payable on such date, and all of the interest otherwise payable on such date will be added to the principal amount of the CBF Note then outstanding. The CBF Note is therefore convertible into 800,000 shares of Common Stock (the “CBF Conversion Shares”) assuming all of the interest thereunder is paid to the holders thereof in cash, and up to an additional 389,104 (the “Additional CBF Conversion Shares”) shares of Common Stock assuming none of the interest thereunder is paid to the holders thereof in cash.

The CBF Note is incorporated herein as Exhibit 4, and the description of the CBF Note contained herein is qualified in its entirety by reference to the full text of the CBF Note.

Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals requiring disclosure under Item 4(a)-(j) of Schedule 13D.

(a)-(b)

The percentages used in the table below and elsewhere herein are based on the following: (a) 12,222,666 shares of Common Stock outstanding as of August 1, 2013, as provided in the Issuer’s Quarterly Report on Form 10-Q for the reporting period ended June 30, 2013 and filed with the SEC on August 6, 2013, plus (b) 800,000 shares of Common Stock, representing the CBF Shares; plus (c) 800,000 shares of Common Stock, representing the CBF Conversion Shares; plus (d) 1,949,167 shares of Common Stock, representing the MP Shares (as defined below). The percentages used in the table below and elsewhere herein do not include the 4,983,557 shares of Series E Voting Non-Convertible Preferred Stock of the Issuer which are currently outstanding and which vote together with the Common Stock on all matters submitted to a vote of stockholders of the Issuer.

SCHEDULE 13D

Mr. Cohen, as a trustee of the Reporting Person, has sole voting power with respect to all shares of the Issuer held by the Reporting Person. Decisions with respect to the disposition of such shares will be made by a majority of the trustees of the Reporting Person.

(c) Except as set forth in this Schedule 13D, there have been no transactions by the Reporting Person in shares of Common Stock during the last 60 days.

(d) The Reporting Person has the right to receive dividends from, and the proceeds from the sale of, all shares of Common Stock which it owns. Mr. Cohen, Mr. Raphael Licht and Mr. Jeffrey D. Blomstrom, as the trustees of the Reporting Person, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.

(e) Not applicable.

The information in Items 3 and 4 is incorporated by reference herein.

Contemporaneously with the Closing, the Issuer closed the transactions contemplated by the Securities Purchase Agreement, dated May 9, 2013 (together with the CBF Purchase Agreement, the “Purchase Agreements”), by and among the Issuer, Mead Park Capital Partners LLC (the “MP Buyer”) and Mead Park Holdings, LP, whereby the Issuer issued to the MP Buyer (a) 1,949,167 newly issued shares of Common Stock (the “MP Shares”), at $2.00 per share for an aggregate amount of $3,898,334; and (b) convertible promissory notes in the aggregate principal amount of $5,847,501, which are convertible into up to 2,897,204 shares of Common Stock at $3.00 per share (together with the CBF Conversion Shares and the Additional CBF Conversion Shares, the “Conversion Shares”), subject to certain customary anti-dilution adjustments.

Contemporaneously with the execution of the Purchase Agreements, the Issuer, the MP Buyer and CBF entered into a Registration Rights Agreement (the “Registration Rights Agreement”), which became effective as of the Closing. Pursuant to the Registration Rights Agreement, the Issuer agreed to, no later than thirty days after the Closing, file a registration statement for the resale of the MP Shares, the CBF Shares, and the Conversion Shares. The Issuer will use its reasonable best efforts to cause the registration statement to become effective as soon as

SCHEDULE 13D

practicable after the filing thereof and remain continuously effective for a period of three years, and the Issuer will file a new registration statement upon request of the MP Buyer or Mr. Cohen. In addition, in the event that the Issuer proposes to register any of its Common Stock in connection with an underwritten public offering (whether an offering of Common Stock by the Issuer, stockholders of the Issuer, or both, subject to certain exceptions), the Issuer has agreed to, at the request of the MP Buyer and/or the Reporting Person, as assignee of CBF, as applicable, include in such registration any of the MP Shares, the CBF Shares, and the Conversion Shares, subject to the terms of the Registration Rights Agreement.

The Registration Rights Agreement is incorporated herein as Exhibit 5, and the description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to the full text of the Registration Rights Agreement.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 30, 2013

Exhibit 2

EBC 2013 FAMILY TRUST

PROMISSORY NOTE

FOR VALUE RECEIVED, RAPHAEL LICHT, DANIEL G. COHEN and JEFFREY D. BLOMSTROM, as Trustees of a trust dated as of September 23, 2013, known as the “EBC 2013 FAMILY TRUST” (the “Maker” or the “Trust”), and not in their individual capacities, hereby promise to pay to the order of EDWARD E. COHEN and BETSY Z. COHEN, jointly or the survivor of them (collectively, and each individually, the “Payee”) the principal sum of Four Million Dollars ($4,000,000), together with interest from and after the Effective Date (as defined herein) on the principal balance outstanding at the rate set forth herein, in accordance with the provisions hereof.

1. General. The Trust has agreed to purchase from Institutional Financial Markets, Inc., a Maryland corporation (the “Company”): (i) an aggregate of Eight Hundred Thousand (800,000) shares of common stock, for a purchase price of Two Dollars ($2.00) per share, representing an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,600,000); and (ii) a convertible senior promissory note in the aggregate principal amount of Two Million Four Hundred Thousand Dollars ($2,400,000) (collectively, the “Transferred Interest”). In connection with the Trust’s purchase of the Transferred Interest from the Company, Payee has lent the necessary funds to the Trust in exchange for this promissory note (“Note”), which is secured by a pledge of the Transferred Interest pursuant to a security and pledge agreement of even date herewith by and between the Maker and the Payee (the “Security and Pledge Agreement”) and the personal guaranty of Daniel G. Cohen (the “Guaranty”), and any holder of this Note is entitled to all the benefits of the Security and Pledge Agreement and the Guaranty.

2. Rate of Interest. Interest shall accrue and compound annually on the unpaid principal balance under this Note at the rate of One and Sixty-Six Hundredths Percent (1.66%) per annum. All interest payable under this Note shall be computed on the basis of a three hundred sixty five (365) day year for the actual number of days elapsed. Interest shall begin to accrue and be payable annually from the date hereof (the “Effective Date”) and shall continue to accrue and be payable until this Note is paid in full. The first interest payment shall be due on the first anniversary of this Note.

3. Term. The term of this Note shall commence on the Effective Date with all principal, accrued interest, and other amounts owed hereunder being due and payable on or before September 23, 2018.

4. Prepayment. The Maker may prepay all or any part of the unpaid principal amount of this Note at any time and from time to time without premium or penalty, provided that any prepayment by the Maker shall be applied first to accrued but unpaid interest and then to principal.

5. Events of Default. The following shall constitute Events of Default hereunder:

(a) the Maker shall fail to make a required payment of principal and/or interest on this Note when due hereunder, whether at maturity, by acceleration or otherwise, and such failure continues for at least thirty (30) days after written notice thereof shall have been provided to the Maker by the Payee; or

(b) the Maker shall: (1) apply for, consent to or permit the appointment of a receiver, trustee or liquidator of the Maker or of all or a substantial part of its assets; (2) be unable, or admit in writing its inability, to pay the Maker’s debts as they mature; (3) make a general assignment for the benefit of creditors; (4) have instituted against it bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law, which are not dismissed within sixty (60) days after such institution; or (5) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors or to take advantage of any insolvency law, or any answer admitting the material allegations of a petition filed against the Maker in any such proceeding.

6. Remedies. Upon the occurrence and during the continuance of a Default:

(a) the Payee may at any time thereafter (unless all such Events of Default shall theretofore have been fully cured), by written notice to the Maker, declare the entire outstanding principal of this Note to be due and payable immediately, and upon such declaration such principal, and all accrued and unpaid interest, shall become and be immediately due and payable, without further notice; provided, that if the Event of Default is pursuant to subparagraph (b) above, such acceleration of maturity shall be automatic without the need for notice or any other act. In addition, Payee may, at Payee’s option, exercise any and all rights and remedies available to the Payee under applicable law.

(b) the Maker shall continue to pay interest, at the rate of Ten Percent (10%) per annum (but in no event higher than the maximum rate permitted by applicable law nor lower than the applicable federal rate in effect as of the date of the Default), on the outstanding balance due hereunder, and on any judgment obtained by the Payee with respect hereto, notwithstanding the occurrence of any Default, the acceleration or maturity of sums due hereunder, the obtaining of a judgment with respect hereto, any foreclosures, execution or sale pursuant to such judgment, or any other event or circumstances similar or dissimilar to any of the foregoing.

7. Attorneys’ Fees. Should the indebtedness represented by this Note or any part thereof be collected in any proceeding or placed in the hands of attorneys for collection, the Maker shall pay, in addition to the principal and interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys’ fees and expenses.

8. Miscellaneous.

(a) The Maker expressly waives presentment, demand, protest or any other notice whatsoever, except those provided for herein or required by applicable law.

(b) No right or remedy herein conferred upon the holder of this Note is intended to be exclusive of any other right or remedy contained in any instrument or document delivered in connection with or pursuant to this Note, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.

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(c) No course of dealing between the Maker and the Payee and no failure or delay on the part of the Payee in exercising any rights or remedies of the Payee under this Note and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder.

(d) Nothing contained in this Note shall be deemed to establish or require a rate of interest in excess of the maximum rate permitted by applicable law. In the event that the rate of interest required to be paid hereunder exceeds the maximum rate permitted by applicable law, the rate of interest required to be paid hereunder shall be automatically reduced to the maximum rate permitted by such applicable law.

(e) The Note is absolutely and unconditionally payable by the Maker and is without any right of setoff which the Maker now has, or may later acquire, with respect to any claim against the Payee.

9. Successors and Assigns. This Note shall not be assignable or transferable by the Maker without the Payee’s prior written consent. This Note shall be binding upon the successors and assigns of the Maker and inure to the benefit of Payee and his successors and assigns.

10. Personal Liability. The Trustees of the Trust, in their individual capacity, shall have no personal liability for any failure to make the payments required hereunder or for any other act or omission not in compliance with the terms and provisions of this instrument.

11. Governing Law. This Note shall be construed in accordance with and governed by the laws of the State of Florida applicable to instruments executed and to be wholly performed in the State of Florida, without reference to its principles of conflicts of laws.

12. Severability. If any provision of this Note is construed to be invalid, illegal or unenforceable by any judicial or administrative authority, the validity and enforceability of the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.

13. Counterparts. This Note may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Note.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on the day and year first above written.

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Exhibit 3

EBC 2013 FAMILY TRUST

SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT (the “Agreement”) dated as of the 24^th day of September, 2013, by and between RAPHAEL LICHT, DANIEL G. COHEN and JEFFREY D. BLOMSTROM, as Trustees of a trust dated as of September 23, 2013, having EDWARD E. COHEN and BETSY Z. COHEN as the Grantors and known as the “EBC 2013 FAMILY TRUST” (the “Purchaser”), and EDWARD E. COHEN and BETSY Z. COHEN (collectively, the “Secured Party”).

W I T N E S S E T H:

WHEREAS, in accordance with a certain agreement dated on or about the date hereof, the Purchaser has purchased from Institutional Financial Markets, Inc., a Maryland corporation (the “Company”): (i) an aggregate of Eight Hundred Thousand (800,000) shares of common stock, for a purchase price of Two Dollars ($2.00) per share, representing an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,600,000); and (ii) a convertible senior promissory note in the aggregate principal amount of Two Million Four Hundred Thousand Dollars ($2,400,000) (collectively, the “Transferred Interest”); and

WHEREAS, in connection with the Purchaser’s purchase of the Transferred Interest from the Company, the Secured Party has loaned the necessary funds to the Purchaser in order to satisfy the Purchaser’s obligation set forth above and, in exchange, the Purchaser executed and delivered to the Secured Party its promissory note of even date herewith reflecting indebtedness in the principal amount of Four Million Dollars ($4,000,000), payable by the Purchaser to the Secured Party (the “Promissory Note”), and as security for the payment of the obligations under

the Promissory Note (hereinafter called the “Trust’s Obligations”), the Purchaser has agreed to pledge the Transferred Interest to the Secured Party pursuant to this Agreement, and to execute and deliver this Agreement to the Secured Party.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Pledge of the Transferred Interest.

As security for the due and timely payment of the Trust’s Obligations, the Purchaser hereby pledges to the Secured Party and grants to the Secured Party a first-priority lien and security interest in the Transferred Interest, together with all rights (but none of the obligations) arising under this Agreement or under any other corporate documents executed in connection with the Transferred Interest, and all proceeds thereof, including, without limitation, dividends and distributions. Pursuant to Section 9-509 of the Uniform Commercial Code, the Purchaser hereby authorizes the Secured Party to file, at the cost and expense of the Purchaser and without the signature of the Purchaser, a Financing Statement on Form UCC-1 for the Transferred Interest, in such form and with such filing offices as the Secured Party reasonably determines to be appropriate. Purchaser also agrees to execute such further documents, conveyances, assignments, instruments, filings and notices with regard to the Transferred Interest as the Secured Party may at any time reasonably request in order to assure and confirm to the Secured Party his rights and remedies hereunder or which, in the judgment of the Secured Party, are desirable in order to perfect and protect the security interest hereby granted. Furthermore, the Purchaser hereby authorizes the Secured Party to execute and file, at any time and from time to time, on behalf of the Purchaser, one or more financing statements and such other statements,

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conveyances, assignments, instruments, filings and notices with respect to all or any part of the Transferred Interest, the filing of which is advisable in the Secured Party’s discretion, and the Purchaser hereby appoints the Secured Party as its agent and attorney-in-fact to execute and file such financing statements, other statements, conveyances, assignments, instruments, filings and notices. Upon payment in full of the Trust’s Obligations, the Secured Party agrees to authorize the filing of a Termination Statement on Form UCC-3 with respect to any Financing Statements previously filed by the Secured Party with respect to the Transferred Interest.

2. Default.

(a) The Secured Party shall have the rights and remedies of a secured party as provided in the Uniform Commercial Code in force in the State of Florida. Upon the occurrence of an Event of Default (as defined in the Promissory Note), the Secured Party may: (a) retain the Transferred Interest; or (b) upon five (5) days’ written notice to the Purchaser, and without liability for any diminution in price which may have occurred, sell the Transferred Interest in such manner and for such price as the Secured Party may determine in the Secured Party’s sole discretion. At any bona fide public sale, the Secured Party shall be free to purchase the Transferred Interest, and thereafter shall hold the same free from any claim or right of any kind whatsoever, including any equity of redemption of the Purchaser. The Secured Party shall apply the net proceeds of any sale hereunder, after deducting all reasonable costs and expenses in any way relating to the rights of the Secured Party hereunder and the enforcement thereof, including attorneys’ fees and legal expenses, to the payment in whole or in part of the Trust’s Obligations in such order as the Secured Party may elect in his sole discretion, and only after so applying such net proceeds and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, the Uniform Commercial Code, need the Secured Party account for the surplus, if any, to the Purchaser.

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(b) So long as no Event of Default shall have occurred and be continuing, (i) the Purchaser shall be entitled to exercise any and all voting and other consensual rights pertaining to the Transferred Interest for any purpose not prohibited by the terms of this Agreement, and (ii) the Purchaser shall be entitled to receive and retain any cash dividends, interest or any other distribution of property paid, payable or otherwise distributed in cash in respect of the Transferred Interest (other than any return of capital contribution or proceeds of liquidation). However, upon the occurrence and during the continuance of an Event of Default, (i) upon delivery of written notice by the Secured Party to the Purchaser, all rights of the Purchaser to exercise voting and other consensual rights pertaining to the Transferred Interest shall cease, and all such rights shall thereupon become vested in the Secured Party, who shall thereupon have the sole right to exercise such voting and other consensual rights, and (ii) all rights of the Purchaser to receive cash dividends, interest, or other distributions in cash shall cease and all rights to dividends, interest and other distributions shall thereupon be vested in the Secured Party, who shall thereupon have the sole right to receive and hold as part of the “Transferred Interest” such interest or other distributions.

3. Covenants, Representations and Warranties.

In connection with the transactions contemplated by this Agreement, the Purchaser hereby covenants, represents and warrants that:

(a) This Agreement has been duly executed and delivered by the Purchaser, and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms;

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(b) There are no actions, suits or proceedings pending or threatened against or affecting the Purchaser that involve or relate to the Transferred Interest;

(c) The Purchaser has all legal and beneficial right, title and interest in and to the Transferred Interest, free and clear of Liens (as defined herein) other than the lien created hereby;

(d) The Purchaser has instructed the Company to register the lien created hereby on its books and records; and

(e) The Purchaser shall not: (1) sell, transfer or convey any portion of the Transferred Interest; or (2) suffer or permit any pledge, lien or other encumbrance of any kind (collectively, “Liens”) to be created upon or be granted with respect to any portion of the Transferred Interest other than pursuant to this Agreement, except in each instance with the prior written consent of the Secured Party.

4. Redemption or Exchange.

In the event that, at any time prior to the payment in full of the Trust’s Obligations, there shall be declared or paid any disbursements in respect of, in redemption of or in exchange for payment for any portion of the Transferred Interest, then there shall be delivered to the Secured Party by the Purchaser, all new and substituted interest and other property of the Purchaser, and all of such interest and other property shall be deemed to be a part of the “Transferred Interest” subject to the terms and conditions of this Agreement, as if originally so stated herein.

5. Release of Lien.

To the extent that the Secured Party shall not previously have sold, transferred, disposed of or otherwise realized value on the Transferred Interest in accordance with this Agreement, the Secured Party shall release his lien hereunder upon payment in full of the Trust’s Obligations.

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6. Miscellaneous.

(a) Any notices or consents required or permitted under this Agreement shall be in writing and shall be given by personal delivery or certified mail, return receipt requested, to the Secured Party and/or the Purchaser at the addresses set forth on the first page of this Agreement, or such other address at which the Purchaser or the Secured Party may notify the other party in writing subsequent to the date hereof.

(b) The law of the State of Florida (exclusive of the conflict of law provisions thereof) shall govern the construction and enforcement of this Agreement and the rights and remedies of the parties hereto.

(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and permitted assigns. Except as otherwise referred to herein, this Agreement and the documents executed and delivered pursuant hereto constitute the entire agreement between the parties relating to the specific subject matter hereof.

(d) No waiver, amendment, modification, assignment of rights or obligations, cancellation or discharge hereof, or of any part hereof, shall be valid unless the Secured Party shall have consented thereto in writing.

(e) The captions and paragraph headings in this Agreement are for convenience of reference only, and shall not in any way define, limit or describe the construction, terms or provisions of this Agreement.

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(f) If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render the same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be.

(g) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

(this space intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.