Transaction Details

Footnotes

Represents restricted stock units which vest on the earlier of the one-year anniversary of the grant date and the date of the next regularly scheduled annual meeting of stockholders of the issuer, subject to continued service through the vesting date; provided, however, that the restricted stock units vest pro rata based on the number of days of service provided to the issuer in the event of a voluntary resignation other than when grounds for termination for cause exist. | Includes shares of Class A common stock directly held by Churchill Sponsor III, LLC, M. Klein & Company, LLC, M. Klein Associates, Inc. and another entity for which the Reporting Person serves as managing member. | The Reporting Person has a minority interest in M. Klein & Company, LLC, and is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor III, LLC. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. The Reporting Person disclaims beneficial ownership of any securities of the Issuer except to the extent of the Reporting Person's pecuniary interest therein.