COHN Cohen & Company Inc

On October 9, 2020 and effective October 15, 2020 (the “Effective Date”), Cohen & Company, LLC (the “Operating LLC”), a Delaware limited liability company and a subsidiary of Cohen & Company Inc., a Maryland corporation (the “Company”), entered into Amendment No. 4 to Investment Agreement (the “Investment Agreement Amendment”), which amended the Investment Agreement, dated September 29, 2017, as amended (the “Investment Agreement”), between the Operating LLC and Cohen Bros. Financial LLC (“Cohen Bros.”), a Delaware limited liability company of which Daniel G. Cohen is the sole member. Daniel G. Cohen is the President and Chief Executive of the Company’s European operations and Chairman of the Company’s Board of Directors and the Operating LLC’s Board of Managers.

Pursuant to the Investment Agreement Amendment, the Investment Agreement was amended as of the Effective Date to, among other things, (A) decrease the “Investment Amount” under the Investment Agreement from $6,500,000 to $4,000,000 in exchange for a one-time payment of $2,500,000 from the Operating Company to Cohen Bros.; and (B) provide that the term “Investment Return” (as defined in the Investment Agreement) will mean an annual return equal to, (i) for any twelve-month period following September 29, 2020 (each, an “Annual Period”) in which the revenue of the business of J.V.B. Financial Group, LLC, the Company’s wholly owned subsidiary (“Revenue of the Business”), is greater than zero, the greater of 20% of the Investment Amount or 9.4% of the Revenue of the Business, or (ii) for any Annual Period in which the Revenue of the Business is zero or less than zero, 3.75% of the Investment Amount. Prior to the Investment Agreement Amendment, the term “Investment Return” under the Investment Agreement was defined as (A) with respect to any Annual in which the Revenue of the Business was greater than zero, the greater of 20% of the Investment Amount or 15.2% of the Revenue of the Business, or (ii) for any Annual Period in which the Revenue of the Business was zero or less than zero, 3.75% of the Investment Amount

The foregoing description of the Investment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.