Transaction Details

Footnotes

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock or, at the election of the Issuer, an equivalent cash payment. | The grant of 1,000,000 RSUs will vest in four equal installments on each of the first through fourth anniversaries of September 1, 2025, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date, provided that the RSUs will vest in full upon a change in control). | The grant of 750,000 RSUs will vest on the following terms: (A) 1/3 of the RSUs will vest in three equal annual installments on each of the first three anniversaries of September 1, 2025, (B) 1/3 of the RSUs will vest based on the achievement of a stock price hurdle equal to or greater than $8.00 per share based on (I) the average of the Companys closing share price over a 45 trading day trailing average or (II) the price received by holders of Class A common stock in connection with a change in control for each share of Class A common stock held on the date of such change in control, and (C) the remaining 1/3 of the RSUs will vest based on the achievement of a stock price hurdle equal to or greater than $20.00 per share based on (I) the average of the Companys closing share price over a 45 trading day trailing average or (II) the price received by holders of Class A common stock in connection with a change in control for each share of Class A common stock held on the date of such | (continued from Footnote 3) change in control, which stock price hurdles must be achieved prior to the seventh anniversary of September 1, 2025, and in each case subject to Reporting Person's continued service through the applicable vesting dates.