TRUMP DONALD J bought DJT

Footnotes

On March 25, 2024, the Reporting Person became entitled to receive 36,000,000 shares of Issuer's Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in that certain merger agreement dated October 20, 2021, as amended (the "Merger Agreement"), if the following share price targets (the "Earnout Conditions") were satisfied during the three-year period following the closing (the "Closing Date"): (i) in the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $12.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the 18-month anniversary of the Closing Date, the Reporting Person is entitled to receive 13,500,000 Earnout Shares; (ii) in the event that the VWAP of the Common Stock equals or exceeds $15.00 per share for twenty (20); out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, the Reporting Person is entitled to receive an additional 13,500,000 Earnout Shares; and (iii) in the event that the VWAP of the Common Stock equals or exceeds $17.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, the Reporting Person is entitled to receive an additional 9,000,000 Earnout Shares. On April 26, 2024, in accordance with the terms of the Merger Agreement, the Issuer officially determined that the Earnout Conditions had been satisfied, and the Reporting Person was subsequently issued the Earnout Shares. The Earnout Shares are subject to lock-up restrictions pursuant to the Issuer's charter and a lock-up agreement between the Reporting Person and the Issuer.