Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 10, 2017, Cohen & Company LLC (formerly IFMI, LLC), a majority owned subsidiary of Cohen & Company Inc. (formerly Institutional Financial Markets, Inc.), a Maryland corporation (the Company), entered into a Securities Purchase Agreement (the Purchase Agreement), by and among Cohen & Company, LLC and DGC Family Fintech Trust, a trust established by Daniel G. Cohen, and solely for purposes of Article VI and Sections 7.3, 7.4, 7.5 and 7.6 thereof, the Company. Mr. Cohen is the Chairman of the Companys Board of Directors and Chairman of the Board of Managers (the Board of Managers) of Cohen & Company LLC, President and Chief Executive of the Companys European Business, and President, a director and the Chief Investment Officer of the Companys indirect majority owned subsidiary, Cohen & Company Financial Limited.
Pursuant to the Purchase Agreement, the Company agreed to execute Amendment No. 3 (the LLC Agreement Amendment) to the Amended and Restated Limited Liability Company Agreement of Cohen & Company, LLC, dated as of December 16, 2009, by and among Cohen & Company, LLC and its members, as amended (the LLC Agreement), at such time in the future as all of the other members execute the LLC Agreement Amendment.
On October 30, 2019, each of the members of Cohen & Company, LLC executed the LLC Agreement Amendment. The LLC Agreement Amendment provides, among other things, that the Board of Managers will initially consist of Daniel G. Cohen, as Chairman of the Board of Managers, Lester R. Brafman (the Companys current Chief Executive Officer) and Joseph W. Pooler, Jr. (the Companys current Executive Vice President, Chief Financial Officer and Treasurer). The LLC Agreement Amendment also provides that Mr. Cohen will not be able to be removed from the Board of Managers or as Chairman of the Board of Managers other than for cause or under certain limited circumstances.
The foregoing description of the LLC Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the LLC Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.