COHEN & COMPANY INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Section 382 Rights Agreement Dated as of December 21, 2009Section 382 Rights Agreement • December 28th, 2009 • COHEN & Co INC. • Real estate investment trusts • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
