Upon the Closing, the Sponsor Entities held 452,500 shares of
MILE’s Class A Common Stock, par value $0.0001 per share (“MILE Class A Common Stock”), and 150,833 warrants
(“MILE Warrants”) to purchase an equal number of shares of MILE Class A Common Stock (such MILE Class A Common Stock
and MILE Warrants, collectively, the “Placement Securities”) as a result of the 452,500 placement units which the Sponsor
Entities had purchased in a private placement that occurred simultaneously with INSU II’s initial public offering on September
8, 2020.
Further, upon the Closing, the Sponsor Entities collectively
held an additional 6,669,667 shares of MILE Class A Common Stock as a result of its previous purchase of founder shares of INSU
II (collectively, the “Founder Shares,” and, together with the Placement Securities, the “Sponsor Shares”).
The Company currently consolidates the Sponsor Entities and
previously treated its investment in INSU II as an equity method investment. Effective upon the Closing, the Company has
reclassified its equity method investment in INSU II to other investments, at fair value and has adopted fair value accounting
for the investment in MILE, resulting in an amount of principal transaction revenue derived from the (i) the final amount of Sponsor
Shares retained by the Sponsor Entities; (ii) the trading share price of the MILE Class A Common Stock and the MILE Warrants; and
(iii) fair value discounts related to the share sale restrictions on the Sponsor Shares outlined below. Upon recognition
of the principal transaction revenue described above, the Company will record a non-controlling interest expense or compensation
expense related to the amount of Sponsor Shares distributable to the non-controlling interest holders in the Sponsor Entities.
If the non-controlling interest holder is an employee of the Company, the expense will be recorded as compensation. Otherwise,
the expense will be non-controlling interest expense. The Company currently expects that, upon the registration of the Sponsor
Shares in accordance with the Amended and Restated Registration Rights Agreement described below, (a) all of the Placement Securities
will be distributed to the non-controlling interest holders of the Sponsor Entities and, (b) of the Founder Shares, 3,414,875 shares
of MILE Class A Common Stock will be distributed to the non-controlling interest holders of the Sponsor Entities. Immediately following
these distributions, the Company expects to retain (i) none of the Placement Securities, and (ii) of the Founder Shares, 3,254,792
shares of MILE Class A Common Stock.
Subject to certain limited exceptions, Placement
Securities held by IAS II will not be transferable or salable until 30 days following the Closing. Of the Founder Shares held
by the Sponsor Entities, (a) 24% are freely transferable and salable, and (b) subject to certain limited exception, the
remaining shares will not be transferable or salable until the closing price of the MILE Class A Common Stock, for a period
of 20 out of any 30 consecutive trading days following the Closing, (a) exceeds $15.00 with respect to 38% of such shares,
and (b) exceeds $17.00 with respect to an additional 38% of such shares.
In addition, at the Closing, the Sponsor Entities entered into
an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with
MILE, Cantor Fitzgerald & Co., and certain other initial stockholders of MILE, requiring MILE to, among other things, file
a resale shelf registration statement on behalf of the stockholders promptly after the Closing. The Amended and Restated Registration
Rights Agreement will also provide certain demand rights and piggyback rights to the stockholders, subject to underwriter cutbacks
and issuer blackout periods.
Prior to the Closing, in September 2020, Daniel G. Cohen, Lester
R. Brafman and Joseph W. Pooler, Jr., purchased for $1,000, $1,000, and $150, respectively, interests in Dioptra II. Subsequent
to the Closing, in respect of their ownership interests in Dioptra II, Messrs. Cohen, Brafman and Pooler were allocated from Dioptra
II 170,000, 170,000 and 25,500 shares of MILE Class A Common Stock, respectively. Of the shares allocated to each of Messrs.
Cohen, Brafman and Pooler, (a) 24% are freely transferable and salable, and (b) subject to certain limited exception, the remaining
shares will not be transferable or salable until the closing price of the MILE Class A Common Stock, for a period of 20 out of
any 30 consecutive trading days following the consummation of the Merger, (a) exceeds $15.00 with respect to 38% of such shares,
and (b) exceeds $17.00 with respect to an additional 38% of such shares. Mr. Cohen is the Chairman of the Board of Directors of
the Company, Mr. Brafman is the Chief Executive Officer of the Company, and Mr. Pooler is the Executive Vice President, Chief Financial
Officer and Treasurer of the Company.
Forward Looking Statements
This Current Report on Form 8-K contains certain
statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and
forecasts are “forward-looking statements.” In some cases, forward-looking statements can be
identified by the use of forward-looking terminology such as “may,” “might,” “will,”
“should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “seek,” or
“continue” or the negatives thereof or variations thereon or similar terminology. All statements other than
statements of historical fact included in this communication are forward-looking statements and are based on
various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions,
and may include projections of the Company’s future financial performance based on the Company’s growth
strategies and anticipated trends in its business. These statements are based on the Company’s current expectations and
projections about future events. There are important factors that could cause the Company’s actual results, level of
activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements
expressed or implied in the forward-looking statements including, but not limited to, those discussed under the
heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in the
Company’s filings with the Securities and Exchange Commission (the “SEC”), which are available at the
SEC’s website at www.sec.gov and the Company’s website at www.cohenandcompany.com/sec-filings. Such risk factors
include the following: (a) a decline in general economic conditions or the global financial markets, (b) losses caused by
financial or other problems experienced by third parties, (c) losses due to unidentified or unanticipated risks, (d) a lack
of liquidity, i.e., ready access to funds for use in the Company’s businesses, (e) the ability to attract and retain
personnel, (f) litigation and regulatory issues, (g) competitive pressure, (h) an inability to generate incremental income
from acquired businesses, (i) unanticipated market closures due to inclement weather or other disasters, (j) losses (whether
realized or unrealized) on the Company’s principal investments, (k) an inability to achieve projected integration
synergies, and (l) the possibility that the intended distributions to minority interest holders of the Sponsor Entities and
the Company’s subsidiary will not occur. As a result, there can be no assurance that the
forward-looking statements included in this communication will prove to be accurate or correct. In light of these
risks, uncertainties, and assumptions, the future performance or events described in the
forward-looking statements in this communication might not occur. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any
forward looking statements, whether as a result of new information, future events, or otherwise.