Exhibit 10.1

AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE

THIS AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE (this “Amendment”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and between Cohen & Company Inc., a Maryland corporation (the “Company”), and the EBC 2013 Family Trust (the “Noteholder”). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Note (as defined below).

RECITALS:

WHEREAS, on September 25, 2019, the Company issued to the Noteholder that certain Senior Promissory Note in the aggregate principal amount of $2,400,000 (the “Note”); and

WHEREAS, in accordance with Section 8(e) of the Note, the Company and the Noteholder desire to amend the Note to extend the Maturity Date from September 25, 2020 to September 25, 2021 pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.          Amendment to Section 2(a) of the Note. Effective as of the Effective Date, Section 2(a) of the Note is hereby deleted in its entirety and replaced with the following language:

“(a)      Maturity. The unpaid principal amount and all accrued interest hereunder shall be due and payable in full on September 25, 2021 (the “Maturity Date”).”

2.          No Other Changes. Except as expressly amended by this Amendment, all of the terms and conditions of the Note shall continue in full force and effect and shall be unaffected by this Amendment.

3.          Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Company and the Noteholder.

4.          Governing Law. THIS AMENDMENT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES OR THE CONFLICTS OF LAW PRINCIPLES OF ANY OTHER STATE IN EITHER CASE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

5.          Headings. The sections and other headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

6.          Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and the Noteholder and their respective heirs, successors and permitted assigns.

7.          Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Senior Promissory Note as of the date first written above.

Exhibit 10.2

AMENDMENT NO. 3 TO INVESTMENT AGREEMENT

THIS AMENDMENT NO. 3 TO INVESTMENT AGREEMENT (this “Amendment”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and between Cohen & Company, LLC, a Delaware limited liability company (the “Company”), and Cohen Bros. Financial LLC, a Delaware limited liability company (“Investor”). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).

RECITALS:

WHEREAS, on September 29, 2017, the Company and Investor entered into the Investment Agreement (the “Investment Agreement”), pursuant to which, among other things, Investor agreed to invest $8,000,000 into the Company in exchange for the Investment Return Monthly Payments to be made by the Company to Investor pursuant to the terms and conditions of the Investment Agreement;

WHEREAS, on September 25, 2019, the Company and Investor entered into Amendment No. 1 to the Investment Agreement (“Amendment No. 1”), to, among other things, (i) decrease the Investment Amount from $8,000,000 to $6,500,000; and (ii) amend the definition of “Investment Return” in each case, subject to the terms and conditions of Amendment No. 1;

WHEREAS, on December 4, 2019, the Company and Investor entered into Amendment No. 2 to the Investment Agreement (“Amendment No. 2”), to, among other things, further amend the definition of “Investment Return,” subject to the terms and conditions of Amendment No. 2; and

WHEREAS, the Company and Investor desire to further amend the Investment Agreement to (i) provide that no Investor Redemption or Company Redemption may occur prior to January 1, 2021; and (ii) that no Investor Redemption or Company Redemption may be consummated unless the Company’s consummation thereof does not violate the terms and conditions of any loan agreement to which the Company is then a party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.         Amendments Section 6 of the Investment Agreement. Effective as of the Effective Date, Section 6 of the Investment Agreement is hereby deleted in its entirety and replaced with the following language:

“6.      Redemption Rights.

(a)       Investor Redemption.  At any time following January 1, 2021, Investor may cause the Company to pay to Investor (an “Investor Redemption”) an amount equal to the Investment Balance, plus an amount equal to any accrued but unpaid Investment Return from the start of the then current calendar month through the day prior to the closing of the Company Redemption.  Notice of the Investor Redemption shall be provided by Investor to the Company at least sixty (60) days prior to the closing of the Investor Redemption.  The Company shall have the right to accelerate the closing date of the Investor Redemption to any business day of its choice that is on or after the January 1, 2021.  Subject to Section 5(d), following the closing of the Investor Redemption, Investor shall have no further rights, title or interest in the Company and/or its subsidiaries or affiliates arising out of or as a result of this Agreement. 

(b)       Company Redemption.  At any time following January 1, 2021, the Company may pay to Investor (a “Company Redemption”) an amount equal to the Investment Balance, plus an amount equal to any accrued but unpaid Investment Return from the start of the then current calendar month through the day prior to the closing of the Company Redemption.  Notice of the Company Redemption shall be provided by the Company to Investor at least sixty (60) days prior to the closing of the Company Redemption.  Subject to Section 5(d), following the closing of the Company Redemption, Investor shall have no further rights, title or interest in the Company and/or its subsidiaries or affiliates arising out of or as a result of this Agreement.

(c)        Limitations on Investor Redemptions and Company Redemptions. Notwithstanding anything to the contrary herein, no Investor Redemption or Company Redemption may be consummated unless the Company’s consummation thereof does not violate the terms and conditions of any loan agreement to which the Company is then a party.”

2.          No Other Changes. Except as expressly amended by this Amendment, all of the terms and conditions of the Investment Agreement shall continue in full force and effect and shall be unaffected by this Amendment.

3.          Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Company and Investor.

4.          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THE PARTIES FURTHER AGREE THAT ANY ACTION BETWEEN THEM SHALL BE HEARD IN NEW YORK, NEW YORK, AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK, FOR THE ADJUDICATION OF ANY CIVIL ACTION ASSERTED PURSUANT TO THIS AMENDMENT.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.          Headings. The sections and other headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

6.         Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and the Noteholder and their respective heirs, successors and permitted assigns.

7.         Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 to Investment Agreement as of the date first written above.

Exhibit 10.3

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and among Cohen & Company Inc., a Maryland corporation (the “Parent”), Cohen & Company, LLC, a Delaware limited liability company and a subsidiary of Parent (the “Operating LLC”), Daniel G. Cohen, an individual (“Mr. Cohen”), and the DGC Family Fintech Trust, a trust established by Mr. Cohen (“DGC Trust”). Each of Parent, the Operating LLC, Mr. Cohen and the DGC Trust may be referred to herein as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS:

WHEREAS, on December 30, 2019, the Parties entered into the Securities Purchase Agreement (the “Purchase Agreement”); and

WHEREAS, in accordance with Section 7.10 of the Purchase Agreement, the Parties desire to amend the Purchase Agreement to provide that the voting proxy granted therein shall be revoked in the event that Mr. Cohen and/or his Affiliates shall cease to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the voting securities of Parent, pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.             Amendment to Section 5.02 of the Purchase Agreement. Effective as of the Effective Date, Section 5.02 of the Purchase Agreement is hereby supplemented by adding the following language immediately following Section 5.02(c) of the Purchase Agreement:

“(d)             “Notwithstanding anything to the contrary herein, this Section 5.02 shall automatically become null and void and the proxy set forth in this Section 5.02 shall be automatically revoked, in each case without further action by any Party, in the event that Mr. Cohen and/or his Affiliates shall cease to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the voting securities of Parent.”

2.             No Other Changes. Except as expressly amended by this Amendment, all of the terms and conditions of the Purchase Agreement shall continue in full force and effect and shall be unaffected by this Amendment.

3.             Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Parties.

4.             Governing Law. THIS AMENDMENT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES OR THE CONFLICTS OF LAW PRINCIPLES OF ANY OTHER STATE IN EITHER CASE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

5.             Headings. The sections and other headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

6.             Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

7.             Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first written above.

Exhibit 10.4

COHEN & COMPANY, LLC

AMENDMENT NO. 4 TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Cohen & Company, LLC, dated as of September 25, 2020 (“Amendment No. 4”), is entered into by and among each of the Members set forth on the signature pages hereto.

Background

On December 16, 2009, the Members entered into the Amended and Restated Limited Liability Company Agreement (the “Amended and Restated Agreement”) of Cohen & Company, LLC (formerly, IFMI, LLC, the “Company”). On June 20, 2011, the Members entered into Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC (“Amendment No. 1”). On May 9, 2013, the Members entered into Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC (“Amendment No. 2”). On October 30, 2019, the Members entered into Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC (collectively with the Amended and Restated Agreement, Amendment No. 1 and Amendment No. 2, the “Agreement”).

Pursuant to Section 13.10 of the Agreement, the Members desire to amend certain provisions of the Agreement.

NOW, THEREFORE, intending to be bound hereby, the Members agree as follows:

1.       Defined Terms. Terms that are used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

2.       Amendment to Section 6.13. The last sentence of Section 6.13 of the Agreement is hereby deleted and replaced with the following language:

“Notwithstanding anything to the contrary herein, this Section 6.13 shall automatically become null and void and the proxy set forth in this Section 6.13 shall be automatically revoked, in each case without further action by any party, upon the earliest to occur of the following: (i) a Notice Default (as defined in the Convertible Secured Note); (ii) an Automatic Default (as defined in the Convertible Secured Note); and (iii) if Daniel G. Cohen and/or his Affiliates shall cease to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the voting securities of Parent.”

3.       Integration. The Agreement, as amended by this Amendment No. 4 sets forth all (and is intended by all parties hereto to be an integration of all) of the promises, agreements, conditions, understandings, warranties and representations among the parties hereto with respect to the Company, the Company business and the property of the Company, and there are no promises, agreements, conditions, understanding, warranties, or representations, oral or written, express or implied, among them other than as set forth herein or in the agreements noted above.

4.       No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of the Agreement are and shall remain in full force and effect.

5.       Governing Law. It is the intention of the parties that all questions with respect to the construction of this Amendment No. 4 and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the State of Delaware.

6.       Binding Effect. This Amendment No. 4 shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal and legal representatives, successors and assigns.

7.       Counterparts. This Amendment No. 4 may be executed in any number of counterparts and it shall not be necessary that each party to this Amendment No. 4 execute each counterpart. Each counterpart so executed (or, if all parties do not sign on the same counterpart, each group of counterparts signed by all parties) shall be deemed to be an original, but all such counterparts together shall constitute one and the same instrument. In making proof of this Amendment No. 4, it shall not be necessary to account for more than one counterpart or group of counterparts signed by all parties.

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment No. 4 to be executed as of the date and year first set forth above.

Exhibit 10.5

AMENDMENT NO. 1 TO CONVERTIBLE SENIOR SECURED PROMISSORY NOTE

THIS AMENDMENT NO. 1 TO CONVERTIBLE SENIOR SECURED PROMISSORY NOTE (this “Amendment”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and between Cohen & Company, LLC, a Delaware limited liability company (the “Company”), and the DGC Family Fintech Trust (the “Noteholder”), a trust established by Daniel G. Cohen (“Mr. Cohen”). Each of the Company and the DGC Trust may be referred to herein as a “Party,” and, together, as the “Parties.”

RECITALS:

WHEREAS, on March 10, 2017, the Parties entered into the Convertible Senior Secured Promissory Note (the “Note”); and

WHEREAS, in accordance with Section 11(d) of the Note, the Parties desire to amend the Note to provide that the voting proxy granted therein shall be revoked in the event that Mr. Cohen and/or his affiliates shall cease to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the voting securities of Cohen & Company Inc., pursuant to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.             Amendment to Section 6(a) of the Note. Effective as of the Effective Date, the last sentence of Section 6(a) of the Note is hereby deleted and replaced with the following language:

“Notwithstanding anything to the contrary herein, this Section 6 shall automatically become null and void and the proxy set forth in this Section 6 shall be automatically revoked, in each case without further action by any party, upon the earliest to occur of the following: (i) a Notice Default; (ii) an Automatic Default; and (iii) if Daniel Cohen and/or his Affiliates shall cease to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the voting securities of Parent.”

2.             Amendment to Section 6(b) of the Note. Effective as of the Effective Date, Section 6(b) of the Note is hereby supplemented by adding the following language immediately following Section 6(b)(ii) of the Note:

“(iii) “Affiliate” of a Person means any other Person that directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and

(iv) “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.”

3.             No Other Changes. Except as expressly amended by this Amendment, all of the terms and conditions of the Note shall continue in full force and effect and shall be unaffected by this Amendment.

4.             Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Parties.

5.             Governing Law. THIS AMENDMENT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES OR THE CONFLICTS OF LAW PRINCIPLES OF ANY OTHER STATE IN EITHER CASE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.

6.             Headings. The sections and other headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

7.             Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

8.             Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Convertible Senior Secured promissory Note as of the date first written above.