REPLOGLE JOHN B bought GROV

Footnotes

This amount consists entirely of Class A Earnout Shares, which are subject to the following Milestones: The "Milestones" are defined in the Merger Agreement as follows: (i) 50% of the Earnout Shares automatically vest if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $62.50 per share for any 20 trading days within any 30-trading-day period; and (ii) 50% of the Earnout Shares automatically vest if the daily VWAP of the shares of Class A Common Stock is greater than or equal to $75.00 per share for any 20 trading days within any 30-trading-day period, each subject to certain change-of-control provisions. (to be continued); (Continuation of Footnote 1) In addition, any shares issued in exchange for RSUs or options are subject to the same vesting terms as the exchanged RSUs and options and, if the underlying RSU or option is forfeited, the corresponding shares will also be forfeited and distributed to the other security-holders of the issuer, as if immediately prior to the closing of the Issuer's business combination, on a pro rata basis.; These shares of Class B common stock converted into shares of Class A common stock on a 1-for-1 basis as a result of an automatic conversion trigger event. They remain subject to the price conditions as outlined in footnote 1.; These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.