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Truth and Transparency

12/10/23 10:00 AM

#105790 RE: scooter83 #105787

Mark Smith never fails to disappoint.

LCP77

12/11/23 8:38 AM

#105808 RE: scooter83 #105787

Thank you for the details:

“LCP77 you are exactly right. The lockup period is for one year from closing or Mar 17 2024
"beginning on the Closing Date and ending on the earliest of (i) one year after the Closing"

4,565,808 class b shares are vested and able to be exchanged on Mar 17 2024

3,391,596 class b shares are earnout shares where the stock price must reach a certain price to be exchangeable.
Half of these earnourt shares are exchangeable if NB hits $12 for 20 days and the other half if NB hits $15.

Exhibit 10-2 shows those funds who did not redeem in exchange for founders shares.
AJA PARTNERS LLC,
CORBIN ERISA OPPORTUNITY FUND, LTD,
ACM ALAMEDA SPECIAL PURPOSE INVESTMENT FUND II L
CORBIN OPPORTUNITY FUND, L.P
ATALAYA SPECIAL PURPOSE INVESTMENT FUND II L.P.

exhibit 10-1
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

exhibit 10-2
REGISTRATION RIGHTS AGREEMENT JOINDER”