0001193125-10-052707 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2010 • COHEN & Co INC. • Finance services • Pennsylvania

THIS EMPLOYMENT AGREEMENT is dated as of February 18, 2010, by and among Cohen Brothers LLC (the “Company”), a subsidiary of Cohen & Company Inc. (“Parent”), Parent, each of which has its principal place of business at 2929 Arch Street, Philadelphia, PA 19104, and Christopher Ricciardi (the “Executive”).

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 10th, 2010 • COHEN & Co INC. • Finance services • Pennsylvania

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of December 30, 2009, by and among COHEN BROTHERS, LLC, a Delaware limited liability company (“Borrower”), each of the Subsidiary Guarantors a party hereto (including Cohen Securities Funding LLC (“Cohen Securities Funding”), formerly known as Alesco Securities, LLC), 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 Exhibit A (as such Exhibit may be amended, modified or replaced from time to time) attached to the Loan Agreement (as defined below), (such financial institutions, collectively the “Lenders” and each individually a “Lender”).

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2010 • COHEN & Co INC. • Finance services

This Amendment No. 2 to EMPLOYMENT AGREEMENT (the “Amendment”) is executed as of February 18, 2010, by and between Cohen Brothers, LLC, a Delaware Limited Liability Company (the “Company”), and Joseph W. Pooler, Jr. (the “Executive”).

OMNIBUS JOINDER AND AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • March 10th, 2010 • COHEN & Co INC. • Finance services • Pennsylvania

This OMNIBUS JOINDER AND AMENDMENT TO LOAN DOCUMENTS (“Amendment”) is dated as of December 16, 2009, by and among COHEN BROTHERS, LLC, a Delaware limited liability company (“Borrower”), each of the Subsidiary Guarantors a party hereto, certain Subsidiaries of Borrower acquired pursuant to the Merger and identified on the signature pages hereto as “Joining Guarantors” (each, a “Joining Guarantor” and collectively, the “Joining Guarantors”), 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 Exhibit A (as such Exhibit may be amended, modified or replaced from time to time) attached to the Loan Agreement (as defined below), (such financial institutions, collectively the “Lenders” and each individually a “Lender”).

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