FICHTHORN JOHN bought QMCO

Footnotes

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic (as defined below), Dialectic converted $57,241,228.00 of the previously issued 10.00% PIK senior secured convertible notes due 2028 (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").; In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock (as defined below).; On the Closing Date, as consideration for the Conversion, the Issuer issued to Dialectic, (i) 3,083,975 additional shares of Common Stock (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing Date to the maturity date thereof, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.194.; These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.