COHEN DANIEL G bought COHN

Footnotes

Mr. Cohen was awarded 2,888,000 restricted membership units, designated as LTIP Units ("LTIP Units"), in Cohen & Company, LLC (the "Operating LLC"), a subsidiary of Cohen & Co Inc. (the "Company"), under the Company's 2020 Long-Term Incentive Plan, as amended (the "Plan"). The LTIP Units are intended to qualify as profits interests for U.S. federal income tax purposes. The LTIP Units are scheduled to vest as follows: 50% of the LTIP Units will vest on the third anniversary of the date the LTIP Units were granted and the remaining 50% of the LTIP Units will vest on the sixth anniversary of the date the LTIP Units were granted, in each case, subject to Mr. Cohen's continued service on the vesting date.; Following the expiration of the restrictions on the applicable LTIP Units, Mr. Cohen may, subject to the terms and conditions of the Plan and the Operating LLC's limited liability company agreement, convert the LTIP Units into units of membership of the Operating LLC ("Units") on a one-for-one basis. Upon Mr. Cohen's conversion (if any) of LTIP Units into Units, Mr. Cohen may cause the Operating LLC to redeem such Units at any time thereafter for, at the Company's option, (i) cash or (ii) one share of the Company's common stock for every ten Units.