Transaction Details

Footnotes

Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. | The PSUs are eligible to vest in 4 equal tranches, each upon achievement of stock price targets of $5.00, $6.50, $8.00, and $10.00 during a 4-year period following the grant date. Performance conditions are achieved when the Issuer's closing stock price is at or above specified stock price targets for 30 consecutive trading days. Once a performance condition is achieved, 1/3 of the corresponding tranche vests on the achievement date, 1/3 on the 1st anniversary of achievement, and 1/3 on the 2nd anniversary of achievement. Notwithstanding the foregoing, all shares subject to achieved tranches that have not yet vested will automatically vest on the 4th anniversary of the grant date, and any tranches for which the performance condition has not been achieved by such date will be forfeited. The stock price targets are subject to adjustment for stock splits or other capital adjustments. Vesting of all shares is subject to Mr. Baer's continued service through each applicable vesting date.