0001193125-09-123128 Sample Contracts

VOTING AGREEMENT
Voting Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts • Delaware

VOTING AGREEMENT, dated as of February 20, 2009 (this “Agreement”), by and between Alesco Financial Inc., a Maryland corporation (“Alesco”), and James J. McEntee, III, individually, and James J. McEntee, III, as trustee on behalf of James J. McEntee, III T/U/A James J. McEntee, III dated 2/27/2007 (the “Member”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as such term is defined below).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts • Pennsylvania

This Amendment No. 1 to EMPLOYMENT AGREEMENT (the “Amendment”) is executed as of February 20, 2009, by and between Cohen Brothers, LLC, a Delaware Limited Liability Company (the “Company”), and Joseph W. Pooler, Jr. (the “Executive”).

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT COHEN BROTHERS, LLC as Borrower with TD BANK, N.A., as Agent and Issuing Bank and THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER LISTED ON SCHEDULE A, as Lenders June 1, 2009
Loan and Security Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts • Pennsylvania

This Amended and Restated Loan and Security Agreement (“Agreement”) is dated as of the 1st day of June, 2009, by and among Cohen Brothers, LLC, a Delaware limited liability company (“Borrower”), TD Bank, N.A., a national banking association, in its capacity as agent (“Agent”), TD Bank, N.A., in its capacity as issuing bank (“Issuing Bank”) and each of the financial institutions which are now or hereafter identified as Lenders on Schedule A attached hereto and made a part of this Agreement (as such Schedule may be amended, modified or replaced from time to time), (each such financial institution, individually each being a “Lender” and collectively all being “Lenders”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts • Pennsylvania

THIS EMPLOYMENT AGREEMENT, dated as of May 7, 2008 (the “Effective Date”), is by and between COHEN BROTHERS, LLC (“Company”) and JOSEPH W. POOLER, JR. (“Executive”).

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts • New York

THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is executed as of January 31, 2007, by and among Cohen Brothers, LLC, a Delaware limited liability company (the “Company”), and Christopher Ricciardi (“Executive”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts

AMENDMENT NO. 2, dated as of this February 20, 2009, to AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT between Cohen Brothers, LLC, a Delaware Limited Liability Company (the “Company”), and Christopher Ricciardi (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • June 2nd, 2009 • Alesco Financial Inc • Real estate investment trusts

AMENDMENT NO. 1, dated as of July 31, 2008, to AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT between Cohen Brothers, LLC, a Delaware limited liability company (the “Company”), and Christopher Ricciardi (“Executive”).

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