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. Rees-Jones 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. Rees-Jones is providing services to the Issuer through each such date. Under the terms of the award agreement, Mr. Rees-Jones has sole voting power with respect to the shares.