UNSECURED SUBORDINATED PROMISSORY NOTE

Exhibit 10.23

THIS UNSECURED SUBORDINATED PROMISSORY NOTE IS SUBORDINATE

TO THE SENIOR DEBT AS DEFINED IN, AND IN ACCORDANCE WITH, THE

PROVISIONS HEREOF

Unsecured Subordinated Promissory Note

COHEN BROTHERS, LLC, a Delaware limited liability company (the “ Company ” or “ Maker ”), having an address at 2929 Arch Street, 17 ^th Floor, Philadelphia, PA 19104, for value received, hereby promises to pay to the order of Christopher Ricciardi (the “ Payee ”) the principal amount of One Million and 00/100 Dollars ($1,000,000.00), or if less than such principal sum, the aggregate unpaid principal amount of all loans made by Payee to the Company as indicated on the books and records of the Payee upon demand at any time from Payee and from time to time as of and after the earlier to occur of either (i) an Event of Default (as hereinafter defined), or (ii) June 20, 2013 (the “ Maturity Date ”).

The Maker shall also pay interest on the unpaid balance of such principal amount from the date hereof, subject to Section 3 and 4, until the aggregate principal amount is paid in full as set forth herein Interest shall be payable semiannually on the 1st day of May and November of each year commencing November 1, 2008 until the Maturity Date in cash at an annual rate equal to nine percent (9%) per annum (such interest, “ Cash Interest ”) and (y) in kind, at an annual rate equal to three percent (3%) per annum (such interest “ In Kind Interest ”). All accrued In Kind Interest shall on each payment date be added to the unpaid principal balance under this Note and thereafter, the increased principal balance shall accrue interest as set forth in this Note. All payments of principal, Cash Interest and fees shall be made in lawful money of the United States of America in cash or wire transfer at the address of Payee set forth on the signature page hereof or such other address as Payee may designate in writing to the Company. All payments hereunder shall be made without reduction by reason of any set-off, defense or counter-claim whatsoever.

1. Representation and Warranties . The Maker represents and warrants to Payee that it is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction of organization with full power and authority to execute, deliver and perform this Note, that this Note has been duly authorized, executed and delivered by it and constitutes its legal, valid, binding and enforceable obligation and that the execution, delivery and performance of this Note does not and will not violate, constitute a default under or result in a breach of its constitutive documents, any applicable laws or regulations (as hereinafter defined) or any contract, agreement or instrument to which it is a party or by which it or its property may be bound or subject.

2. Event of Default . Upon the occurrence of any of the following events (each, an “ Event of Default ”):

(i) the Maker shall fail to pay any principal, Cash Interest or other amount payable in respect of this Note on the date due and otherwise in accordance with the terms hereof;

(ii) the Maker shall default in the observance or performance of any covenant contained in this Note or any representation in this Note shall become untrue in any material respect and that default shall continue unremedied for a period of five (5) calendar days following notice given by Payee;

(iii) the Maker shall file a petition or commence a proceeding under any bankruptcy, insolvency or similar law of any state or any subdivision thereof or any other nation, state or political entity (whether such petition or proceeding is for relief from debts or for the appointment or authorization of a receiver, trustee, liquidator, custodian or conservator of the Maker or of the whole or substantially all of its property or any other purpose), or there is filed against the Maker any such petition or commenced against the Maker any such proceeding, and any such petition or proceeding filed or commenced against the Maker remains undismissed for a period of sixty (60) calendar days, or if the Maker by any act consents to, approves of or expressly acquiesces in any such petition or proceeding; the Maker shall seek relief under any such law; or the Maker shall make an assignment for the benefit of creditors; or a court of competent jurisdiction shall enter an order, judgment or decree, or enter an order for relief against the Maker in any case commenced under any such law; or

(iv) if the Maker should default under any agreement or instrument to which it is a party with respect to any indebtedness for borrowed money and such default shall continue after the expiration of applicable grace periods,

then, at any time thereafter during the continuance of any Event of Default, Payee may, by written notice to the Maker, but subject to the provisions of Section 4 below, declare this Note to be forthwith due and payable, both as to principal and interest, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or other notice of any kind, all of which are hereby expressly waived to the fullest extent permitted by law, anything contained herein to the contrary notwithstanding. Upon the occurrence of an Event of Default described in clause (iii) above, all amounts due under this Note shall automatically be payable without the requirement of any notice to the Maker or any further act of the Payee. The remedies provided above shall be in addition to any other remedy available to the Payee under this Note or under applicable law, or otherwise. Should the indebtedness represented by this Note, or any part thereof, be collected in law or in equity or in bankruptcy, receivership or other court proceedings, or this Note be placed in the hands of attorneys for collection after default, the Maker agrees to pay, in addition to the principal, interest and other amounts due and payable hereon and hereunder, all costs and expenses incurred in connection with such collection, including, without limitation, reasonable attorneys’ and collection fees. No delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of such rights.

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3. Default Interest . Notwithstanding any other provision of this Note to the contrary, if the Company shall fail to pay when due any amount owing to Payee hereunder, then to the extent permitted by law the Company will pay to Payee, subject to the provisions of Section 4 below, on demand Cash Interest on the amount in default from the date such payment became due until payment in full at a rate of interest equal to sixteen percent (16%) per annum.

4. Subordination . (a) The payment of all indebtedness, liabilities, and obligations of Maker to Payee under this Note, whether, now existing or hereafter arising, (collectively, the “Subordinated Debt”) is expressly subordinated to the Senior Debt (as defined herein) as provided in this Section 4. The term “Senior Debt” means any and all Obligations (as defined in the Loan Agreement, as defined herein) of Maker to Agent, Issuing Bank or Lenders under the Loan Agreement including without limitation interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Maker, whether or not a claim for such post-commencement interest is allowed. The term “Loan Agreement” means that certain Loan and Security Agreement dated July 27, 2007, as the same may be amended, supplemented, restated or replaced from time to time among Maker, TD Bank, N.A. (successor by merger to Commerce Bank, N.A.) as Agent and Issuing Bank and the Lenders party thereto from time to time. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement.

(b) Until the Senior Debt is indefeasibly paid in full and any commitment to make Advances under the Loan Agreement has terminated, Maker shall not pay, and Payee shall not accept, any payments of any kind (including prepayments) associated with the Subordinated Debt; provided, however, that so long as no Event of Default or Default under the Loan Agreement exists or after giving effect to the making of any such payment(s) would exist, Maker may pay and Payee may accept regularly scheduled payments of Cash Interest on the Subordinated Debt. No principal payment of any kind (by voluntary prepayment, acceleration, set-off or otherwise) of any portion of the Subordinated Debt may be made by Maker or received or accepted by Payee at any time prior to the infeasible payment in full of the Senior Debt and termination of any commitment to make Advances under the Loan Agreement.

(c) Any payments on the Subordinated Debt received by Payee other than as permitted in clause b above, shall be held in trust for Agent and Payee will forthwith turn over any such payments in the form received, properly endorsed, to Agent to be applied to the Senior Debt as determined in accordance with the Loan Agreement.

(d) Maker shall not grant to Payee and Payee shall not take any lien on or security interest in any of Maker’s property, now owned or hereafter acquired, created or arising.

(e) Payee shall not make any assertion or claim in any action, suit or proceeding of any nature whatsoever in any way challenging the priority, validity or effec