Exhibit 10.2


 


AMENDMENT NO. 2 TO INVESTMENT AGREEMENT


 


THIS AMENDMENT NO. 2 TO INVESTMENT AGREEMENT
(this “Amendment”), dated as of December 4, 2019 and effective as of October 1, 2019 (the “Effective
Date”), is entered into by and between Cohen & Company, LLC, a Delaware limited liability company (the “Company”),
and The DGC Family Fintech Trust (“Investor”). Capitalized terms used herein but otherwise not defined
shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).


 


RECITALS:


 


WHEREAS, on September 29, 2017, the
Company and Investor entered into the Investment Agreement (the “Investment Agreement”), pursuant to which,
among other things, Investor agreed to invest $2,000,000 into the Company in exchange for the Investment Return Monthly Payments
to be made by the Company to Investor pursuant to the terms and conditions of the Investment Agreement;


 


WHEREAS, concurrently with the execution
of the Investment Agreement, the Company and Cohen Bros. Financial LLC, a Delaware limited liability company (“CBF”),
entered into the Investment Agreement (the “CBF Investment Agreement”), pursuant to which, among other things,
CBF agreed to invest $8,000,000 into the Company in exchange for the “Investment Return Monthly Payments” (as defined
in the CBF Investment Agreement) to be made by the Company to CBF pursuant to the terms and conditions of the CBF Investment Agreement;


 


WHEREAS, on September 25, 2019, the Company
and Investor entered into Amendment No. 1 to the Investment Agreement to account for certain amendments made to the CBF Investment
Agreement pursuant to Amendment No. 1 to the CBF Agreement, dated September 25, 2019, entered into by and between the Company and
CBF;


 


WHEREAS, concurrently with the execution
of this Amendment, the Company and CBF are entering into Amendment No. 2 to the CBF Investment Agreement (the “CBF Amendment”)
to amend the CBF Investment Agreement to, among other things, amend the definition of “Investment Return” (as defined
in the CBF Investment Agreement); and


 


WHEREAS, the Company and Investor desire
to further amend the Investment Agreement to further amend the definition of “Investment Return” to account for the
CBF Amendment, subject to the terms and conditions of this Amendment.


 


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.             Amendment to Section 1(e) of the Investment Agreement. Effective as of the Effective Date of this Amendment, Section
1(e) of the Investment Agreement is hereby deleted in its entirety and replaced with the following language: “(e) Intentionally
omitted.”


 






    


     


    

 


2.             Amendment to Section 1(o) of the Investment Agreement. Effective as of the Effective Date of this Amendment, Section
1(o) of the Investment Agreement is hereby deleted in its entirety and replaced with the following language:


 


“(o)         “Investment Return”
shall mean an annual return equal to (i) for any Annual Period remaining in the Initial Period, 3.75% of the Investment Amount,
plus (x) 3.53% of any Revenue of the Business during such Annual Period between zero and $11,777,047, plus (y) 2.35% of any Revenue
of the Business during such Annual Period in excess of $11,777,047, and (ii) for any Annual Period following the expiration of
the Initial Period, (x) for any Annual Period in which the Revenue of the Business is greater than zero, the greater of 20% of
the Investment Amount or 4.71% of the Revenue of the Business, or (y) for any Annual Period in which the Revenue of the Business
is zero or less than zero, 3.75% of the Investment Amount.”


 


3.             Amendment to Section 5(a) of the Investment Agreement. Effective as of the Effective Date of this Amendment, Section
5(a) of the Investment Agreement is hereby amended to delete the language therein which reads “as calculated in accordance
with the Calculation Methodology.”


 


4.             Amendment to Exhibit A of the Investment Agreement. Effective as of the Effective Date of this Amendment, Exhibit
A of the Investment Agreement is hereby deleted in its entirety.


 


5.             No Other Changes. Except as expressly amended by this Amendment, all of the terms and conditions of the Investment
Agreement shall continue in full force and effect and shall be unaffected by this Amendment.


 


6.             Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Company and
Investor.


 


7.             Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AMENDMENT 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, NEW YORK,
AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK, FOR THE ADJUDICATION
OF ANY CIVIL ACTION ASSERTED PURSUANT TO THIS AMENDMENT.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AMENDMENT 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 AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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8.              Headings. The sections and other headings contained in this Amendment are for reference purposes only and shall not
affect the meaning or interpretation of this Amendment.


 


9.              Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and the Noteholder and
their respective heirs, successors and permitted assigns.


 


10.           
Counterparts. This Amendment 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 Amendment 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 Amendment.


 


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IN WITNESS WHEREOF, the undersigned have
executed this Amendment No. 2 to Investment Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	COHEN & COMPANY, LLC
	 	 
	 	 
	 	By:	/s/
    Joseph W. Pooler, Jr.
	 	 	Name:	Joseph W. Pooler, Jr.
	 	 	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	 	 
	 	 
	 	INVESTOR:
	 	 
	 	THE DGC FAMILY FINTECH TRUST
	 	 
	 	 
	 	By:	/s/
    Raphael Licht
	 	 	Name:	Raphael Licht
	 	 	Title:	Trustee
	 	 
	 	 
	 	By:	/s/
    Jeffrey D. Blomstrom
	 	 	Name:	Jeffrey D. Blomstrom
	 	 	Title:	Trustee