Transaction Details

Footnotes

Each share of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of Suncrete, Inc. (the "Issuer") is convertible at any time at the option of the holder thereof into one share of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"). In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B Common Stock, all outstanding shares of Class B Common Stock will be converted into shares of Class A Common Stock. Further, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any transfer, whether or not for value, except upon certain transfers described in the Issuer's amended and restated certificate of incorporation. The holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters submitted to a vote of stockholders. | The holders of Class A Common Stock are entitled to one vote per share and the holders of the Class B Common Stock are entitled to 10 votes per share. The shares of Class B Common Stock do not expire. | Represents 48,000 restricted shares of Class B Common Stock with time-based vesting criteria granted to Mr. Owens under the Suncrete, Inc. 2026 Omnibus Incentive Plan that vest as follows: (i) 32,000 shares on April 20, 2028 and (ii) 16,000 shares on April 20, 2029; provided, that Mr. Owens is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Owens has sole voting power with respect to the shares.