Proof - Test Table.htm


 


Exhibit 10.1








FORM OF


DIRECTOR
AND/OR OFFICER 

INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into as of _____, 20__ by and between Cohen & Company
Inc., a Maryland corporation (the “Company”), and ______________________ (“Indemnitee”).


 


WHEREAS, at
the request of the Company, Indemnitee is serving as a director and/or officer of the Company and may, therefore, be subjected
to claims, suits or proceedings arising as a result of his or her service; and


 


WHEREAS, Indemnitee
and the Company previously entered into an Indemnification Agreement (the “Prior Indemnification Agreement”),
and the parties hereto intend to terminate the Prior Indemnification Agreement and this Agreement is intended to replace the Prior
Indemnification Agreement; and


 


WHEREAS, as
an inducement to Indemnitee to continue to serve as such director and/or officer of the Company, the Company has agreed to indemnify
and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum
extent permitted by law; and


 


WHEREAS, the
parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses.


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


 


Section
1.             Definitions.
For purposes of this Agreement:


 


(a)               “Change
of Control” means a change of control of the Company occurring after the Effective Date of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that,
without limitation, such a Change of Control shall be deemed to have occurred if, after the Effective Date (i) any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than Daniel G. Cohen and
his controlled affiliates, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of
the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior
approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person’s
attaining such percentage interest; (ii) there occurs a proxy/contest, or the Company is a party to a merger, consolidation,
sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board
of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority
of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose
election by the Board of Directors or nomination for election by the Company’s stockholders was approved by the
affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose
election or nomination for election was previously so approved.


 






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(b)              
“Corporate Status” means the status of a person as a present or former director, officer, employee
or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of
any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company.
As a clarification and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service
by Indemnitee shall be deemed to be at the request of the Company (i) if Indemnitee serves or served as a director, trustee, officer,
partner, manager, managing member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise (A) of which a majority of the voting power or equity interest is or
was owned directly or indirectly by the Company or Cohen & Company, LLC (the “Operating LLC”), (B) the management
of which is controlled directly or indirectly by the Company or the Operating LLC, or (C) to which the Company, the Operating LLC
or any of their subsidiaries provide professional, administrative, accounting and/or other services, or (ii) if, as a result of
Indemnitee’s service to the Company or any of its affiliated entities, Indemnitee is subject to duties to, or required to
perform services for, an employee benefit plan or its participants or beneficiaries, including as a deemed fiduciary thereof. For
the avoidance of doubt, all entities or vehicles related to special purpose acquisition companies (“SPACs”) sponsored
or co-sponsored by FinTech Masala, LLC, the Company, the Operating Company or any of their affiliates and the sponsors of such
SPACs are entities meeting the requirements of clause (i)(C) above.


 


(c)              
“Disinterested Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee.


 


(d)              
“Effective Date” means the date set forth in the first paragraph of this Agreement.


 


(e)              
“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers,
court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on
Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and
any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred
in connection with any appeal resulting from any Proceeding, including, without limitation, the premium for, security for and other
costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent.


 






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(f)               
 “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters
of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other
indemnitees under similar indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding giving
rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.


 


(g)              
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened
or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional
or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom,
except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company
and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding,
such situation shall also be considered a Proceeding.


 


Section
2.             Services
by Indemnitee. Indemnitee serves or will serve as an officer or director (or both) of the Company. However, this Agreement
shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 


Section
3.             General.
Subject to the limitations in Section 5, the Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this
Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from
time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available
to Indemnitee hereunder based on Maryland law as in effect on the Effective Date. Subject to the limitations in Section 5, the
rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections
of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the “MGCL”),
including, without limitation, Section 2-418 of the MGCL.


 


Section
4.            Standard
for Indemnification. Subject to the limitations in Section 5, if, by reason of Indemnitee’s Corporate Status, Indemnitee
is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties,
fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably
withheld or delayed) and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with any such Proceeding unless it is established by clear and convincing evidence that (a) the act or omission of Indemnitee
was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in
the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 






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Section
5.             Certain
Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall
not be entitled to:


 


(a)              
indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged,
in a final adjudication of the Proceeding not subject to further appeal, to be liable to the Company;


 


(b)              
indemnification hereunder if Indemnitee is charged with improper personal benefit in the Proceeding, and in the final
adjudication of such Proceeding (which is not subject to further appeal), is held to be liable on the basis that personal benefit,
in money, property or services, was improperly received by Indemnitee, whether or not involving action in Indemnitee’s Corporate
Status;


 


(c)              
indemnification hereunder for (i) an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state
statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or
equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required
in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the
Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley
Act);


 


(d)              
indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee against the Company,
unless: (i) the Proceeding was brought to enforce indemnification under this Agreement, and then only (A) to the extent in accordance
with and as authorized by Section 12 of this Agreement and (B) if a court of competent jurisdiction has not determined that
any of the material assertions made by Indemnitee in such Proceeding were not made in good faith or were frivolous, or (ii) the
Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or
of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide
otherwise;


 


(e)              
indemnification or advance of Expenses hereunder for amounts which have been paid to or on behalf of the Indemnitee
under an insurance policy, or under a valid and enforceable indemnity clause, bylaw or other agreement; or


 


(f)               
indemnification or advance of Expenses hereunder to the extent it shall be determined by final judgment by a court
having jurisdiction on the matter that such indemnification is not lawful.


 


Section
6.             Court-Ordered
Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon
application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company
in the following circumstances:


 






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(a)              
if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the
court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement;
or


 


(b)              
if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL
or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may
order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the
right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL
shall be limited to Expenses.


 


Section
7.             Indemnification
for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement,
and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status,
made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense
of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by Indemnitee or
on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis.
For purposes of this Section 7 and, without limitation, the termination, withdrawal or dismissal, with or without prejudice, of
any claim, issue or matter in such a Proceeding without any express finding of liability or guilt against Indemnitee, shall be
deemed to be a successful result as to such claim, issue or matter.


 


Section
8.            Advance
of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made
a party to (or otherwise becomes a participant in) any Proceeding, the Company shall, without requiring a preliminary determination
of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee
in connection with such Proceeding. Such advance or advances shall be made within ten days after the receipt by the Company of
a statement or statements requesting such advance or advances from time to time, whether prior to or after final disposition of
such Proceeding, and may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment
of such Expenses directly to third parties on behalf of Indemnitee, (b) advancement to Indemnitee of funds in an amount sufficient
to pay such Expenses, or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements
shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation
by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company
as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially
the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the
execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the
Proceeding as to which it shall ultimately be established, by clear and convincing evidence, that the standard of conduct has
not been met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent
that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall
be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general
obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay
such advanced Expenses and without any requirement to post security therefor.


 






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Section
9.             Indemnification
and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate
in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall
be advanced all Expenses and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such
advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the
Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit
A or in such form as may be required under applicable law as in effect at the time of execution thereof.


 


Section
10.           Procedure
for Determination of Entitlement to Indemnification.


 


(a)              
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or
appropriate to determine whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more
such requests from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The
officer of the Company receiving any such request from Indemnitee shall, promptly upon receipt of such a request for indemnification,
advise the Board of Directors in writing that Indemnitee has requested indemnification.


 


(b)               Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by
applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a
Change of Control has occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall
be delivered to Indemnitee, which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors
in accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a
Change of Control has not occurred, (A) by the Board of Directors acting in good faith by a majority vote of a quorum
consisting of Disinterested Directors or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized
committee of the Board of Directors consisting solely of one or more Disinterested Directors, (B) if Independent Counsel has
been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee,
which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board of
Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by a majority of the members of the Board
of Directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, the
Company shall make payment to Indemnitee within ten days after such determination. Indemnitee shall cooperate with the
person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which
is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary or appropriate to such determination in the discretion of the Board of Directors or Independent Counsel if retained
pursuant to clause (ii)(B) of this Section 10(b). Any Expenses actually and incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless
therefrom.


 






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(c)              
The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section
11.           Presumptions
and Effect of Certain Proceedings.


 


(a)              
In making any determination with respect to entitlement to indemnification hereunder, the person or persons (including
any court having jurisdiction over the matter) making such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this
Agreement, and the Company shall have the burden of overcoming that presumption in connection with the making of any determination
contrary to that presumption.


 


(b)              
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a
presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)              
The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company
or any other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or
domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under
this Agreement.


 






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Section
12.           Remedies of Indemnitee.


 


(a)              
If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(b)
of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Sections 7 or 9 of this Agreement within ten days after receipt by the Company of a written
request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of
the Company is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee
shall be entitled to an adjudication in an appropriate court located in the State of Maryland, or in any other court of competent
jurisdiction, of Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee, at Indemnitee’s
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section
12(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce
Indemnitee’s rights under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law
(without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b)              
In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed
to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the
burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse
the Company for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to
Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company
shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this
Agreement.


 


(c)              
If a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification that was not
disclosed in connection with the determination.


 


(d)               In
the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an
award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement,
Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses
actually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration. If it shall be determined in
such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or
advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration
shall be appropriately prorated.


 






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Section
13.           Defense
of the Underlying Proceeding.


 


(a)              
Indemnitee shall notify the Company promptly in writing upon being served with or receiving any summons, citation,
subpoena, complaint, indictment, notice request or other document relating to any Proceeding which may result in the right to indemnification
or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary
of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or
otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless
the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely
prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.


 


(b)              
Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the
Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided,
however, that the Company shall notify Indemnitee of any such decision to defend within 15 days following receipt of notice
of any such Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee,
which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any
settlement or compromise of a claim against Indemnitee which (i) includes an admission of fault of Indemnitee, (ii) does not include,
as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release
shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would impose any Expense, judgment, fine, penalty
or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12
of this Agreement.


 


(c)               Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of
Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the
Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or
counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii)
Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be
unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists
between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely
manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company.
In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company
or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or
to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to
retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be
unreasonably withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to
represent Indemnitee in connection with any such matter.


 






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Section
14.           Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)              
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company,
any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors,
or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the
Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal,
regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration
or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right
or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion
or employment of any other right or remedy.


 


(b)              
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section
15.          Coordination
of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or
payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


Section
16.           Insurance.


 


(a)               The
Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions
deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against
Indemnitee by reason of Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of
Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s Corporate
Status. In the event of a Change of Control, the Company shall maintain in force any and all directors and officers liability
insurance policies that were maintained by the Company immediately prior to the Change of Control for a period of six years
with the insurance carrier or carriers and through the insurance broker in place at the time of the Change of Control;
provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy
substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to
obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the
same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the
Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the Company for
directors and officers liability insurance in effect on the date of the Change of Control. In the event that 250% of the
annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such
coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.


 






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(b)              
Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for
any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention
and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee
in connection with a Proceeding over the coverage of any insurance referred to in Section 16(a). The purchase, establishment and
maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under
this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time
the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise)
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to
the insurers in accordance with the procedures set forth in the respective policies.


 


(c)              
The Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.


 


Section
17.           Contribution.
If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any
reason, other than for failure to satisfy the standard of conduct necessary for indemnification by the Company as authorized by
law and by this Agreement or due to the provisions of Section 5, then, with respect to any Proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permissible under applicable
law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay the entire amount incurred by Indemnitee,
whether for Expenses, judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding
without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution
it may have at any time against Indemnitee.


 


Section
18.           Reports
to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment
of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding
by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of
the payment of any such indemnification or advance of Expenses or prior to such meeting.


 






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Section
19.           Duration of Agreement; Binding Effect.


 


(a)              
This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased
to serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited
liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity
at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including
any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b)              
The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding
upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue
as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer,
partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment
trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s
spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(c)              
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation
or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement
in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.


 


(d)              
The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult to ascertain, and further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled.
Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith.
The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and
the Company hereby waives any such requirement of such a bond or undertaking.


 






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Section
20.           Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 


Section
21.           Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart
signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section
22.           Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


 


Section
23.           Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such
waiver constitute a continuing waiver.


 


Section
24.           Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on
the third business day after the date on which it is so mailed:


 


(a)           If to Indemnitee, to the address set forth on the signature page hereto.


 


If to the Company, to:


Cohen & Company Inc.


2929 Arch Street, Suite 1703


Philadelphia, Pennsylvania


Attn: Dennis Crilly, General Counsel


Email: dcrilly@cohenandcompany.com


 


or to such other address as may have been
furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 






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Section
25.          Nondisclosure
of Payments. Except as expressly required by federal securities laws or other applicable laws or regulations or by judicial
process, Indemnitee shall not disclose any payments made under this Agreement, whether indemnification or advancement of Expenses,
unless prior written approval of the Company is obtained.


 


Section
26.          Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland,
without regard to its conflicts of laws rules.


 


Section
27.           Superseding
Agreement. The Prior Indemnification Agreement is hereby terminated and this Agreement supersedes and replaces in full the
Prior Indemnification Agreement.


 


Section
28.           Mutual
Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances federal law or public policy may override
applicable state law and prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. For example, the
Company and Indemnitee acknowledge that the Securities and Exchange Commission has taken the position that indemnification is
not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification
for certain violations of the Employee Retirement Income Security Act.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	COHEN & COMPANY INC.




 


	 	By:	 




	 	Name:




	 	Title:










 


	 	INDEMNITEE










 


	 	 




	 	Name:




	 	Address:








 


SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT


 






     


     


    

 


EXHIBIT A


 


FORM OF

AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors of Cohen &
Company Inc.


 


Re: Affirmation and Undertaking


 


Ladies and Gentlemen:


 


This Affirmation and
Undertaking is being provided pursuant to that certain Indemnification Agreement, dated the day of _________________ 20___, by
and between Cohen & Company Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee
(the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with
[Insert Description of Proceeding] (the “Proceeding”).


 


Terms used herein and
not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the
Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm
my good faith belief that at all times, insofar as I was involved as a director and/or officer of the Company, in any of the facts
or events giving rise to the Proceeding, I (1) did not act with bad faith or active and deliberate dishonesty, (2) did not receive
any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable
cause to believe that any act or omission by me was unlawful.


 


In consideration of
the advance of Expenses by the Company for reasonable attorneys’ fees and related Expenses incurred by me in connection with
the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established
that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or
(b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property
or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful,
then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding
as to which the foregoing findings have been established and which have not been successfully resolved as described in Section
7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in
the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.


 






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IN WITNESS WHEREOF,
I have executed this Affirmation and Undertaking on ____ day of __________________, 20____.


 


	 	 



 





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