UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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
CUSIP No. 19249M 102
	1	Name of Reporting Person Daniel G. Cohen
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 745,554(1)(2)(3)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 665,554(1)(2)
			10	Shared Dispositive Power 80,000(3)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 745,554(1)(2)(3)
	12	Check box, if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 42.78%
	14	Type of Reporting Person (See Instructions) IN

 

(1)	Includes (i) 64,113 shares of the common stock, par value $0.01 per share (“Common Stock”), of Cohen & Company Inc., a Maryland corporation (the “Issuer”), held directly by Daniel G. Cohen (the “Reporting Person”), and (ii) 76,240 shares of Common Stock held through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (“CBF.”).
(2)	Includes 525,201 shares of Common Stock into which the 5,252,002 membership units in Cohen & Company, LLC, a majority owned subsidiary of the Issuer, may be redeemed, which the Reporting Person holds through CBF.
(3)	Includes 80,000 shares of Common Stock held by EBC 2013 Family Trust (“EBC”), of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares are made by a majority of the trustees of EBC.

 

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	SCHEDULE 13D
CUSIP No. 19249M 102

 

This Amendment No. 9 to Schedule 13D is filed to amend Items 3, 4, 5, 6 and 7 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 17, 2013, Amendment No. 2 to Schedule 13D filed with the SEC on May 14, 2013, Amendment No. 3 to Schedule 13D filed with the SEC on September 30, 2013, Amendment No. 4 to Schedule 13D filed with the SEC on November 21, 2014, Amendment No. 5 to Schedule 13D filed with the SEC on October 27, 2015, Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2017, Amendment No. 7 to Schedule 13D filed with the SEC on February 23, 2018 and Amendment No. 8 to Schedule 13D filed with the SEC on September 26, 2018 (as so amended, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

On September 25, 2019, Cohen & Company Inc., a Maryland corporation (the “Issuer”), amended and restated the Convertible Senior Promissory Note, as amended, originally issued by the Issuer to the EBC 2013 Family Trust (“EBC”) on September 25, 2013 in the aggregate principal amount of $2,400,000 (the “EBC Note”) to, among other things, remove the conversion features pursuant to which the EBC Note was convertible into shares of the Issuer’s common stock, par value $0.01 per share (“Common Stock”).  As a result of the amendment and restatement of the EBC Note, Daniel G. Cohen (the “Reporting Person”) is no longer the beneficial owner of 200,000 shares of Common Stock into which the EBC Note was previously convertible. The Reporting Person may be deemed to be a beneficial owner of all shares of the Issuer held by EBC as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC.

 

The EBC Note as amended and restated is incorporated herein as Exhibit 1, and the description of the EBC Note as amended and restated contained herein is qualified in its entirety by reference to such Exhibit 1.

 

On October 2, 2019, Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (“CBF”), purchased from Christopher Ricciardi and Stephanie Ricciardi (together, “Sellers”) pursuant to the Purchase Agreement, dated October 2, 2019, by and among the Reporting Person and Sellers (the “Purchase Agreement”), an aggregate of (i) 76,240 shares of the Common Stock, and (ii) 268,445 membership units (the “Units”) in Cohen & Company, LLC, a majority owned subsidiary of the Issuer (the “Operating LLC”), for an aggregate purchase price of $1,546,260 (the “Purchase Price”).  CBF may cause the Operating LLC to redeem the Units at any time for, at the Issuer’s option, (A) cash or (B) one share of Common Stock for every ten Units. The Purchase Price was paid by CBF with cash on hand.

 

The Purchase Agreement is incorporated herein as Exhibit 2, and the description of the Purchase Agreement contained herein is qualified in its entirety by reference to such Exhibit 2.

 

Item 4.

Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented by the information set forth in Item 3 above, which information is incorporated by reference herein.

 

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	SCHEDULE 13D
CUSIP No. 19249M 102

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b) The percentages used in the table below and elsewhere herein are based on the following: (a) 1,217,624 shares of Common Stock outstanding as of October 2, 2019 (as provided by the Issuer), plus (b) 525,201 shares of Common Stock into which the 5,252,002 membership units (including the Units) in the Operating Company, which the Reporting Person owns through CBF, may be redeemed.

 

Number of Shares of Common Stock with Sole Voting Power		Number of Shares of Common Stock with Shared Voting Power Dispositive Power		Number of Shares of Common Stock with Sole Dispositive Power		Number of Shares of Common Stock with Shared Dispositive Power		Aggregate Number of Shares of Common Stock Beneficially Owned		Percentage of Class Beneficially Owned
745,554(1)(2)(3)		0		665,554	(1)(2)	80,000	(3)	745,554	(1)(2)(3)	42.78	%

 

(1)         Includes 64,113 shares of Common Stock held directly by the Reporting Person and 76,240 shares of Common Stock held through CBF.

(2)         Includes 525,201 shares of Common Stock into which the 5,252,002 membership units (including the Units) in the Operating LLC, a majority owned subsidiary of the Issuer, may be redeemed, which the Reporting Person holds through CBF.

(3)         Includes 80,000 shares of Common Stock held by EBC, of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC.  While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares are made by a majority of the trustees of EBC.

 

(c) Except as set forth in Item 3 above, there have been no transactions by the Reporting Person in shares of Common Stock during the last 60 days.

 

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

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of this Schedule 13D is hereby supplemented by the information set forth in Items 3 and 5 above, which information is incorporated by reference herein.

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of this Schedule 13D is hereby supplemented as follows:

 

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	SCHEDULE 13D
CUSIP No. 19249M 102

 

Exhibit Number		Description
1		Senior Promissory Note, dated September 25, 2019, issued by Cohen & Company Inc. to the EBC 2013 Family Trust in the aggregate principal amount of $2,400,000.
2		Purchase Agreement, dated October 2, 2019, by and among Daniel G. Cohen, Christopher Ricciardi and Stephanie Ricciardi.

 

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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: October 4, 2019
	By:	/s/ Daniel G. Cohen
	Name: Daniel G. Cohen

 

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Exhibit 1

 

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION.  THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.  BY ACQUIRING THIS NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS NOTE WITHOUT REGISTRATION OR EXEMPTION THEREFROM.

 

SENIOR PROMISSORY NOTE

 

$2,400,000

September 25, 2019

 

For value received, Cohen & Company Inc. (formerly Institutional Financial Markets, Inc.), a Maryland corporation (together with its successors and assigns, the “Company”), promises to pay to the EBC 2013 Family Trust (the “Holder”), the principal amount of $2,400,000, together with all accrued and unpaid interest thereon.  This Senior Promissory Note (this “Note”) amends and restates the Convertible Senior Promissory Note, dated September 25, 2013, issued by the Company to the Holder in the aggregate principal amount of $2,400,000, as amended (the “Original Note”).

 

This Note is subject to the following terms and conditions:

 

1.             Defined Terms.  Capitalized terms used in this Note but otherwise not defined herein shall have the following meanings:

 

(a)           “Affiliate” means, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person at any time during the period for which the determination of affiliation is being made.  For purposes of this definition, the terms “control,” “controlling,” “controlled” and words of similar import, when used in this context, mean, with respect to any Person, the possession, directly or indirectly, of the power to direct, or cause the direction of, management policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

 

(b)           “Assets” means all of the properties and assets of the Company or of any subsidiary of the Company, whether real, personal or mixed, tangible or intangible, wherever located, whether now owned or hereafter acquired.

 

(c)           “Board of Directors” means the board of directors of the Company.

 

(d)           “Encumbrance” means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.

 

(e)           “Governmental Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

 

 

(f)            “Indebtedness” means, with respect to a specified Person:  (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than current accounts payable and accrued expenses incurred in the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements, credit agreements or other similar instruments; (d) all obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreements with respect to property used and/or acquired by such Person; (e) all capitalized lease obligations of such Person; (f) all aggregate mark-to-market exposure of such Person under hedging agreements; (g) all obligations in respect of letters of credit (whether drawn or supporting obligations that constitute Indebtedness) and bankers’ acceptances; (h) all obligations referred to in clauses (a) through (g) of this definition of another Person guaranteed by the specified Person or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) an Encumbrance upon property owned by the specified Person, whether or not the specified Person has assumed or become liable for the payment of such Indebtedness.

 

(g)           “Judgment” means any order, ruling, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental Authority.

 

(h)           “Original Note Date” means September 25, 2013.

 

(i)            “Person” means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust, estate, Governmental Authority, or any other entity of any nature whatsoever.

 

(j)            “Proceeding” means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other proceeding of any nature whatsoever.

 

(k)           “Senior” means that, in the event of any default in the payment of the obligations represented by this Note or of any liquidation, insolvency, bankruptcy, reorganization or similar proceedings relating to the Company, all amounts payable under this Note shall first be paid in full before any payment is made upon any other Indebtedness incurred following the Original Note Date (including any Indebtedness guaranteed by the Company) or any subordinated or junior subordinated Indebtedness outstanding as of the Original Note Date, and, in any such event, any payment or distribution of any character which shall be made in respect of any other Indebtedness of Company shall be paid to the Holder for application to the payment hereof, unless and until the obligations under this Note shall have been paid and satisfied in full.

 

2.             Note.

 

(a)           Maturity.  The unpaid principal amount and all accrued but unpaid interest hereunder shall be due and payable in full on September 25, 2020 (the “Maturity Date”).

 

(b)           Interest.  Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to twelve percent (12%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days from the date of this Note until the principal

 

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amount and all interest accrued but unpaid thereon are paid.  Interest shall be payable in cash quarterly on each January 1, April 1, July 1, and October 1 (each, an “Interest Payment Date”) until the Maturity Date, commencing on January 1, 2020; provided, however, that if no Event of Default (as defined below) has occurred, (i) in the event that dividends of less than Twenty Cents ($0.20) per share are paid on the common stock of the Company, par value $0.01 per share “Common Stock”) in the fiscal quarter prior to any Interest Payment Date, then the Company shall have the option, in its sole discretion, to pay one-half of the interest payable on such Interest Payment Date in cash, in which event the remaining one-half of the interest otherwise payable on such Interest Payment Date shall accrue and be added to the Outstanding Amount as of such Interest Payment Date; and (ii) in the event that no dividends are paid on the Common Stock in the fiscal quarter prior to such Interest Payment Date, then the Company shall have the option, in its sole discretion, to make no payment in cash of the interest payable on such Interest Payment Date, in which event all of the interest otherwise payable on such Interest Payment Date shall accrue and be added to the outstanding amount of principal hereunder as of such Interest Payment Date; provided, further, that if the Company takes an action permitted under clause (i) or (ii) above, it will provide written notice to the Holder at least ten (10) days prior to the relevant Interest Payment Date.  Such notice shall set forth the amount of interest in cash not paid, as well as the revised outstanding amount of principal hereunder.  Upon the occurrence of any Event of Default and after any applicable cure period as described in Section 7 and for so long as such Event of Default continues, all principal, interest and other amounts payable under this Note shall bear interest at a rate equal to nine percent (13%) per annum (the “Default Rate”).

 

(c)           Prepayment Without Consent.  This Note may be prepaid in whole or in part at any time or from time to time prior to the Maturity Date without the prior written consent of the Holder and without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

 

3.             Covenants of the Company.  The Company covenants to the Holder that, from the date hereof until all principal, interest and other amounts payable under this Note have been paid in full, the Company shall, except as otherwise agreed in writing by the Holder:

 

(a)           punctually pay the principal and interest payable on this Note, and any other amount due and payable under this Note in the manner specified in this Note;

 

(b)           give written notice promptly to the Holder of any condition or event that constitutes, or is reasonably expected to constitute, an Event of Default;

 

(c)           not avoid or seek to avoid the observance or performance of any of the terms of this Note through any reorganization, recapitalization, transfer of assets or other voluntary action; and

 

(d)           not create or incur any Encumbrance in or on its property or Assets, whether now owned or hereinafter acquired, or upon any income or revenues or rights therefrom, except:

 

(i)            Encumbrances existing on the date hereof and previously disclosed to the Holder;

 

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(ii)           Encumbrances for property taxes and assessments or other governmental charges or levies and liens that are not overdue for more than ninety (90) days; or

 

(iii)          Encumbrances of or resulting from any Judgment, the time for appeal or petition for rehearing of which shall not have expired or in respect of which the Company shall in good faith be prosecuting an appeal or other Proceeding for a review and in respect of which a stay of execution pending such appeal or Proceeding shall have been secured.

 

4.             Form of Payment.  Except as otherwise set forth herein, all payments due hereunder shall be made in lawful money of the United States of America to such account or at such place as may be designated in writing by the Holder from time to time.  Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

 

5.             Priorities.  The indebtedness evidenced by this Note and the payment of all principal, interest and any other amounts payable hereunder is a senior obligation of the Company and shall:  (i) be Senior to, and have priority in right of payment over, all Indebtedness of the Company incurred following the Original Note Date and any subordinated or junior subordinated Indebtedness outstanding as of the Original Note Date, and (ii) rank pari passu to that certain Senior Promissory Note, dated of even date herewith, issued by the Company to The Edward E. Cohen IRA in the aggregate principal amount of $4,385,628 and any other senior obligations of the Company outstanding as of the date hereof.

 

6.             Events of Default.  An “Event of Default” shall be deemed to have occurred if:

 

(a)           subject to the accrual of interest as provided in Section 1(b) hereof, the Company shall fail to pay as and when due any principal or interest hereunder and such nonpayment shall continue uncured for a period of five (5) business days;

 

(b)           except for an event described in Section 7(a), the Company fails to perform any covenant or agreement hereunder, and such failure continues or is not cured within five (5) business days after written notice by the Holder to the Company;

 

(c)           the Company or any significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) (a “Significant Subsidiary”) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of itself or any of its creditors, or (iii) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect;

 

(d)           proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or any Significant Subsidiary, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any Significant Subsidiary, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect are commenced and an order for relief entered or such proceeding is not dismissed or discharged within ninety (90) days of commencement;

 

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(e)           there is entered against the Company or any subsidiary of the Company a final Judgment for the payment of money in an aggregate amount exceeding $300,000 and such Judgment shall remain unsatisfied or without a stay in respect thereof for a period of thirty (30) days;

 

(f)            the Company or any subsidiary of the Company shall fail to pay when due any obligation, whether direct or contingent, for Indebtedness exceeding $300,000, or shall breach or default with respect to any term of any loan agreement, mortgage, indenture or other agreement pursuant to which such obligation for Indebtedness was created or securing such obligation if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

 

(g)           a Change in Control shall have occurred.  For purposes of this Note, the term “Change in Control” shall mean any one of the following events:  (i) any Person or group (other than the Holder, Daniel G. Cohen, any member of Daniel G. Cohen’s immediate family, and any controlled Affiliates of the foregoing) is or becomes a beneficial owner, directly or indirectly, of more than 50% of the aggregate voting power represented by all issued and outstanding capital stock of the Company, (ii) individuals who, on the date hereof, constitute the Board of Directors (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board of Directors; provided that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a majority of the Incumbent Directors then on the Board of Directors (either by a specific vote or by approval of the proxy statement of the relevant party in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director (except that no individuals who were not directors at the time any contested election is reached shall be treated as Incumbent Directors); (iii) the stockholders of the Company approve a plan of liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets; or (iv) the Company has entered into a definitive agreement, the consummation of which would result in the occurrence of any of the events described in clauses (i) through (iii) of this definition above.

 

Upon the occurrence or existence of any Event of Default described in Section 7(a), Section 7(b), Section 7(e), Section 7(f) or Section 7(g) and at any time thereafter during the continuance of such Event of Default, the Holder may, by written notice to the Company, declare the entire unpaid principal amount outstanding and all interest accrued and unpaid on the Note to be immediately due and payable without presentment, demand, protest or any other notice or demand of any kind.  Upon the occurrence or existence of any Event of Default described in Section 7(c) or Section 7(d), immediately and without notice, the entire unpaid principal amount outstanding and all interest accrued and unpaid on the Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice or demand of any kind.  Upon the occurrence of any Event of Default and after any applicable cure period as described herein and for so long as such Event of Default continues, all principal, interest and other amounts payable under this Note shall bear interest at the Default Rate.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise any other right power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or both.

 

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7.             Miscellaneous.

 

(a)           This Note amends and restates the Original Note in its entirety.

 

(b)           This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto 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.

 

(c)           All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:

 

If to the Company:		Cohen & Company Inc. Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania 19104 Attn: Joseph W. Pooler, Jr. Facsimile: (215) 701-8279 E-mail: jpooler@cohenandcompany.com and to:
		Cohen & Company Inc. 3 Columbus Circle, 24th Floor, New York, New York 10019 Attn: Rachael Fink Facsimile: (866) 543-2907 E-mail: rfink@ cohenandcompany.com
With a copy to:		Duane Morris LLP 430 South 17th Street Philadelphia, Pennsylvania 19103 Attn: Darrick M. Mix Facsimile: (215) 405-2906 Email: dmix@duanemorris.com
If to Holder:		EBC 2013 Family Trust c/o Cohen & Company Inc. Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Attn: Messrs. Cohen, Licht and Blomstrom

 

unless the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address above, then three (3) business

 

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days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express (FedEx), the United Parcel Service (UPS), or another nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., New York City time, on a business day. Any notice hand delivered after 5:00 p.m. New York City time, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notices, consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received by the other party.

 

(d)           In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

 

(e)           Amendments to any provision of this Note may be made or compliance with any term, covenant, agreement, condition or provision set forth in this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only upon written consent of the Company and the Holder.  Any amendment or waiver effected in accordance herewith shall apply to and be binding upon the Holder, upon each future holder of this Note and upon the Company, whether or not this Note shall have been marked to indicate such amendment or waiver.  No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.

 

(f)            This Note may not be assigned by any holder (except that the Holder shall be permitted to assign this Note to Holder’s controlled Affiliates) without the prior written approval of the Company.

 

(g)           The Company hereby waives diligence, presentment, protest and demand, notice of protest, notice of dishonor, notice of nonpayment and any and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Note. The Company further waives, to the full extent permitted by Law, the right to plead any and all statutes of limitations as a defense to any demand on this Note.

 

(h)           The Company agrees to pay all reasonable costs and expenses actually incurred by the Holder in connection with an Event of Default, including without limitation the fees and disbursements of counsel, advisors, consultants, examiners and appraisers for the Holder, in connection with (i) any enforcement (whether through negotiations, legal process or otherwise) of this Note in connection with such Event of Default, (ii) any workout or restructuring of this Note during the pendency of such Event of Default and (iii) any bankruptcy case or proceeding of the Company or any appeal thereof.

 

(i)            The section and other headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

 

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(j)            This Note 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.

 

Signature pages follow

 

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered by its authorized officer, as of the date first above written.

 

	COHEN & COMPANY INC.
	By:	/s/ Joseph W. Pooler, Jr.
	Name:	Joseph W. Pooler, Jr.
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

 

[Signature Page to Senior Promissory Note]

 

 

AGREED AND ACKNOWLEDGED:
EBC 2013 FAMILY TRUST
By:	/s/ Daniel G. Cohen
Name:	Daniel G. Cohen
Title:	Trustee
By:	/s/ Raphael Licht
Name:	Raphael Licht
Title:	Trustee
By:	/s/ Jeffrey D. Blomstrom
Name:	Jeffrey D. Blomstrom
Title:	Trustee

 

[Signature Page to Senior Promissory Note]

 

Exhibit 2

 

PURCHASE AGREEMENT

 

This PURCHASE AGREEMENT (this “Agreement”), dated as of October 2, 2019 (the “Effective Date”), is entered into by and among Cohen Bros. Financial, LLC, a Delaware limited liability company (“Buyer”), Christopher Ricciardi, an individual (“C. Ricciardi”), and Stephanie Ricciardi, an individual (“S. Ricciardi”).  C. Ricciardi and S. Ricciardi may be referred to herein, individually, as a “Seller” and, together, as “Sellers.”

 

RECITALS:

 

WHEREAS, Sellers are the owners of an aggregate of 76,240 shares (the “Common Shares”) of the common stock, par value $0.001 per share, of Cohen & Company Inc., a Maryland corporation (the “Company”);

 

WHEREAS, Sellers are the owners of 268,445 units of membership interests (the “LLC Units” and, together with the Common Shares, the “Securities”) of Cohen & Company, LLC, a Delaware limited liability company and a majority owned subsidiary of the Company (the “Operating Company”);

 

WHEREAS, Daniel G. Cohen is the sole member of Buyer and is the President and Chief Executive of the Company’s European operations, Chairman of the Company’s Board of Directors (the “Board of Directors”), Chairman of the Operating Company’s Board of Managers (the “Board of Managers”) and Chief Investment Officer of the Company’s Asset Management business; and

 

WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, all of Sellers’ interests in and to the Securities, in each case, in accordance with the terms of this Agreement.

 

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.             Definitions.  For purposes of this Agreement:

 

(a)           “Agreement” shall have the meaning set forth in the Preamble of this Agreement;

 

(b)           “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person at any time during the period for which the determination of affiliation is being made.  For purposes of this definition, the terms “control,” “controlling,” “controlled” and words of similar import, when used in this context, mean, with respect to any Person, the possession, directly or indirectly, of the power to direct, or cause the direction of, management policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

 

 

(c)           “Board of Directors” shall have the meaning set forth in the Recitals of this Agreement;

 

(d)           “Board of Managers” shall have the meaning set forth in the Recitals of this Agreement;

 

(e)           “Buyer” shall have the meaning set forth in the Preamble of this Agreement;

 

(f)            “Common Shares” shall have the meaning set forth in the Recitals of this Agreement;

 

(g)           “Company” shall have the meaning set forth in the Recitals of this Agreement;

 

(h)           “Company Releasee” shall have the meaning set forth in Section 7 of this Agreement;

 

(i)            “Confidential Information” shall have the meaning set forth in Section 3(h) of this Agreement;

 

(j)            “C. Ricciardi” shall have the meaning set forth in the Preamble of this Agreement;

 

(k)           “Encumbrances” shall mean any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever;

 

(l)            “LLC Units” shall have the meaning set forth in the Recitals of this Agreement;

 

(m)          “Notice” shall have the meaning set forth in Section 12 of this Agreement;

 

(n)           “Operating Company” shall have the meaning set forth in the Recitals of this Agreement;

 

(o)           “Person” shall mean any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust, estate, governmental authority, or any other entity of any nature;

 

(p)           “Ricciardi Releasor” shall have the meaning set forth in Section 7 of this Agreement;

 

(q)           “S. Ricciardi” shall have the meaning set forth in the Preamble of this Agreement;

 

(r)            “Securities” shall have the meaning set forth in the Recitals of this Agreement;

 

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(s)            “Securities Act” shall mean the Securities Act of 1933, as amended;

 

(t)            “Seller(s)” shall have the meaning set forth in the Preamble of this Agreement; and

 

(u)           “Transfer Documentation” shall have the meaning set forth in Section 2(b) of this Agreement.

 

2.             Transfer and Delivery.  On October 2, 2019:

 

(a)           Sellers shall transfer and assign to Buyer, and Buyer shall accept from Sellers, free and clear of all Encumbrances, all of Sellers’ respective rights, title and interests in and to the Securities;

 

(b)           Sellers shall deliver to Buyer all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the Securities from Sellers to Buyer, free and clear of all Encumbrances (the “Transfer Documentation”); and

 

(c)           In consideration of the transfer of the Securities from Sellers to Buyer, upon Sellers’ delivery to Buyer of the Transfer Documentation, Buyer shall deliver to Sellers an aggregate amount of One Million Five Hundred Forty-Six Thousand Two Hundred and Sixty Dollars ($1,546,260) by wire transfer of immediately available funds to the account that has been designated in writing by Sellers to Buyer.

 

3.             Representations and Warranties of Sellers. Sellers hereby jointly and severally represent and warrant to Buyer as follows:

 

(a)           Each Seller has all requisite power and authority to execute and deliver this Agreement, to carry out such Seller’s obligations hereunder, and to consummate the transactions contemplated hereby;

 

(b)           This Agreement has been duly executed and delivered by each Seller and (assuming due execution and delivery by Buyer) constitutes the legal, valid and binding obligation of both Sellers, enforceable against each such Seller in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application;

 

(c)           Sellers own all of the Securities free and clear of all Encumbrances;

 

(d)           The Shares and the LLC Units constitute all of Sellers’ ownership interests in the Company and the Operating Company, respectively;

 

(e)           The execution, delivery and performance by each Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Securities pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which either Seller is a party or is subject or by which the Securities are bound;

 

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(f)            There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Sellers, threatened against or by Sellers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement;

 

(g)           Each Seller, either alone or together with such Seller’s representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactions;

 

(h)           Each Seller understands that Buyer may now possess and may hereafter possess certain confidential and/or material nonpublic information concerning the Company and the Operating Company and their respective subsidiaries and Affiliates, and the financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, plans and prospects of each of the foregoing (the “Confidential Information”), and that such Seller may not be privy to any or all of such Confidential Information; and

 

(i)            No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sellers.

 

4.             Representation and Warranties of Buyer. Buyer hereby represents and warrants to Sellers as follows:

 

(a)           Buyer is duly organized, validly existing under the laws of the State of Delaware with the requisite limited liability company power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby;

 

(b)           The execution, delivery and performance by Buyer of this Agreement has been duly authorized by all necessary limited liability company action on the part of Buyer.  This Agreement has been duly executed and delivered by Buyer and (assuming due execution and delivery by Sellers) constitutes Buyer’s legal, valid and binding obligation, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidity or similar laws relating to or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application;

 

(c)           The execution, delivery and performance by Buyer of this Agreement (i) does not result in a violation of the organizational documents of Buyer and (ii) does not conflict with, violate or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Buyer is a party or is subject;

 

(d)           There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement;

 

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(e)           Buyer, either alone or together with its representatives (if any), has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated the merits and risks of such transactions;

 

(f)            Buyer is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Buyer meets any additional or different suitability standards imposed by the securities and similar laws of the state or other jurisdiction of its principal place of business or domicile in connection with the purchase by Buyer of the Securities contemplated hereby;

 

(g)           Buyer is acquiring the Securities for Buyer’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.  Buyer does not presently have any contract, undertaking, agreement or arrangement with any Person to transfer the Securities or any interest therein to such Person or to any third party; and

 

(h)           No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

 

5.             Independent Analysis.  Each party hereto acknowledges that such party understands the transactions contemplated by this Agreement and that such party has had the opportunity to review this Agreement and the transactions contemplated hereby with such party’s own legal counsel, tax advisors and other advisors.  Each party hereto is relying solely on such party’s own counsel and advisors and not on any statements or representations of the other party or of their respective representatives or agents for legal or other advice with respect to the transactions contemplated by this Agreement.  Each party hereto acknowledges that Duane Morris LLP, legal counsel to the Company, did not provide any advice whatsoever to such party with respect to this Agreement, the decision to enter into this Agreement, the purchase and sale of the Shares contemplated under this Agreement and the other transactions contemplated by this Agreement.

 

6.             Standstill.  In consideration of the covenants, agreements and undertakings of the parties hereunder and to induce Buyer to enter into this Agreement, during the period beginning on the Effective Date and ending on the date that is the third anniversary of the Effective Date, unless approved in advance in writing by the Board of Directors, each Seller shall not, and shall cause such Seller’s Affiliates to not, directly or indirectly:

 

(a)           Acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity securities or assets of the Company, the Operating Company or any of their subsidiaries, or rights or options to acquire interests in or any derivative securities with respect to any of the Company’s or the Operating Company’s loans, debt securities, equity securities or assets;

 

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(b)           Make any statement or proposal (whether public or private) to any of the Company’s stockholders (other than in a confidential manner to any of the Company’s or its subsidiaries’ officers, directors or managers who are also stockholders of the Company) regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934), with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media):  (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, the Operating Company or any of their subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, the Operating Company or any of their subsidiaries, (iii) any change to the Articles of Incorporation, the Bylaws or any articles of incorporation, bylaws or other organizational or governing documents of any of the Company, the Operating Company or their subsidiaries, (iv) any change to the Company’s or the Operating Company’s or their respective subsidiaries’ business activities or corporate structure, (v) any acquisition of any of the Company’s or the Operating Company’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of the Company’s  or the Operating Company’s loans, debt securities, equity securities or assets, (vi) any representation on the Board of Directors or the Board of Managers or otherwise seek to control or influence the management, Board of Directors, Board of Managers or policies of the Company or the Operating Company, (vii) any waiver, termination or amendment to the provisions of this Agreement, or (viii) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 6;

 

(c)           Seek to call, or to request the call of, a special meeting of the Company’s stockholders;

 

(d)           Make a request for a list of the Company’s stockholders or for any books and records of the Company;

 

(e)           Take any action challenging the validity or enforceability of any provisions of this Section 6;

 

(f)            Instigate, encourage or assist any third party (including, but not limited to, forming a “group” with any such third party) to do or enter into any discussions or agreements with any third party with respect to any of the actions set forth in this Section 6; or

 

(g)           Take any action which would reasonably be expected to require the Company, the Operating Company or any of their respective subsidiaries or Affiliates to make a public announcement regarding any of the actions or matters set forth in this Section 6.

 

7.             Release.  In consideration of the covenants, agreements and undertakings of the parties hereunder and to induce Buyer to enter into this Agreement, effective upon the Effective Date, each Seller, on such Seller’s own behalf and on behalf of such Seller’s predecessors, successors, Affiliates and assigns, any of the past, present and future officers, directors, stockholders, interest holders, principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest of any of the foregoing, and all Persons acting by, through, under or in concert with any of the foregoing (each such party, in such capacity, a

 

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“Ricciardi Releasor”), hereby releases and discharges Buyer, the Company, and the Operating Company, together with their respective predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, Affiliates and assigns and their past, present and future officers, directors, stockholders, interest holders, principals, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all Persons acting by, through, under or in concert with them, and each of them (each such party, in such capacity, a “Company Releasee”), from all known and unknown charges, complaints, claims (including, without limitation, any derivative or class action claims), grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred) and punitive damages, of any nature whatsoever, known or unknown, which any such Ricciardi Releasor has, or may have had, against any Company Releasee, whether or not apparent or yet to be discovered, or which may hereafter develop, for any actions or omissions of a Company Releasee prior to the date hereof and relating to Buyer, the Company or the Operating Company.  Each Ricciardi Releasor further agrees that, following the Effective Date, it shall not initiate or participate in any lawsuit or other legal proceeding (including but not limited to any derivative claim or suit or any class action), or to instigate, encourage or assist any third party (including but not limited to forming a “group” with any such third party) or to enter into any discussions or agreements with any third party with respect to any lawsuit or other legal proceeding (including any derivative claim or suit or any class action), related to or arising from any actions or omissions of a Company Releasee prior to the date hereof and relating to Buyer, the Company or the Operating Company.  This Agreement resolves any claim for relief that is, or could have been alleged by any Ricciardi Releasor against any Company Releasee, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’ fees related to or arising from any of the matters set forth in this Section 7.

 

8.             Third Party Beneficiaries.

 

(a)           Except as set forth in Section 8(b), the parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

 

(b)           The parties hereby designate the Company Releasees as third party beneficiaries of the terms and conditions set forth in Section 7 with the right to enforce such terms and conditions.

 

9.             Survival.  All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Effective Date.

 

10.          Further Assurances.  Following the Effective Date, each of Buyer and Sellers shall execute and deliver, or shall cause to be executed and delivered, such additional documents, instruments, conveyances and assurances, and take or cause to be taken, such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 

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11.          Expenses.  All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

 

12.          Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the books and records of Buyer (or to such other address that may be designated by the receiving party from time to time in accordance with this Section 12).  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a .PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).  Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 12.

 

13.          Entire Agreement.  This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

 

14.          Successor and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

15.          Amendment and Modification; Waiver.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

16.          Severability.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  If any court determines that any term or other provision in this Agreement is invalid, illegal or unenforceable, it is the parties’ intention that such court shall have the power to modify this Agreement so as to effect the original intent of the parties as closely as possible to the maximum extent permitted by applicable law.

 

17.          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT 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 CITY, NEW YORK, AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL

 

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COURTS SITTING IN NEW YORK CITY, NEW YORK, FOR THE ADJUDICATION OF ANY CIVIL ACTION ASSERTED PURSUANT TO THIS AGREEMENT.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT 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 AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

 

18.          Interpretation.  The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular section, subsection or other subdivision unless expressly limited.  All references to “$” shall be deemed references to United States Dollars.  Titles appearing at the beginning of any section, subsection or other subdivision contained in this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof.  If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly by the parties hereto, and there must not be any presumption, inference or conclusion drawn against either party by virtue of the fact that its representatives have authored this Agreement or any of its terms.

 

19.          Counterparts. This Agreement 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 Agreement 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 Agreement.

 

[Remainder of Page Intentionally Left Blank]

 

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

 

	SELLERS:
	By:		/s/ Christopher Ricciardi
	Name:		Christopher Ricciardi
	By:		/s/ Stephanie Ricciardi
	Name:		Stephanie Ricciardi
	BUYER:
	COHEN BROS. FINANCIAL, LLC
	By:	/s/ Daniel G. Cohen
	Name: Daniel G. Cohen
	Title:Managing Member