Cerberus Capital Management II, L.P. bought EOSE

Footnotes

Pursuant to the credit and guaranty agreement, dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, which was subsequently amended by that certain omnibus amendment entered into on November 26, 2024 (as amended, the "Credit Agreement"), and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on January 23, 2025, the Issuer submitted a borrowing request under the Credit Agreement, and on January 24, 2025, the Lenders funded the full amount of the scheduled $40.5 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement,; (Continued from footnote 1) the Issuer issued 16.150528 shares of a newly designated Series B-4 Non-Voting Convertible Preferred Stock (the "Series B-4 Preferred Stock") to Cerberus Denali Equity. Each full share of Series B-4 Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). Convertibility of the shares of Series B-4 Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B-4 Preferred Stock as further described in the Certificate of Designation for the Series B-4 Non-Voting Convertible Preferred Stock.; The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity.; Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose.