Thomas O Hicks - 07 Jun 2023 Form 3 Insider Report for Beneficient (BENF)

Footnote F1

Includes 93,750 shares of Class A common stock, par value $0.001 ("Class A Shares"), of Beneficient, a Nevada corporation (the "Issuer"), issuable upon the settlement of an award of 75,000 restricted equity units ("REUs") granted to Thomas O. Hicks (the "Reporting Person") pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan"). Such award of REUs to the Reporting Person fully vested on the date of grant, April 25, 2019.

Footnote F2

Includes 15,000 Class A Shares issuable upon settlement of an award of 12,000 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person shall vest 40% on June 8, 2023, and the remaining 60% in three equal annual installments on April 1st of each subsequent calendar year.

Footnote F3

Each share of Class B common stock, $0.001 par value ("Class B Shares"), of the Issuer is convertible into Class A Shares on a one-for-one basis (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's articles of incorporation. The Class B Shares are convertible on June 7, 2023, and do not expire.

Footnote F4

Represents securities directly held by Hicks Holdings Operating, LLC, a Delaware limited liability company ("Hicks Holdings"). The Reporting Person is the sole member of Hicks Holdings and, in such capacity, may be deemed to have beneficial ownership of any securities held by Hicks Holdings. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities directly held by Hicks Holdings that are covered by this statement. The Reporting Person disclaims beneficial ownership of any securities directly held by Hicks Holdings that are covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities.

Footnote F5

In accordance with the terms of the Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), Eighth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Eighth A&R LPA") adopted on June 7, 2023, and an Exchange Agreement (the "Exchange Agreement"), dated June 7, 2023, by and among the Issuer, BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units") may be exchanged, on a one-for-one basis, for Class A Shares upon the election of the holder of such BCH Class S Ordinary Units. The holder of such BCH Class S Ordinary Units must provide not less than sixty-one (61) days prior notice ("Notice") of the exchange to both the Issuer and Ben LLC, which shall occur on the later of (A) the expiration of such sixty-one (61) day Notice period, unless waived by the Issuer;

Footnote F6

(Continued from footnote 5) (B) the third business day after the date of the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided; or (C) the first day following the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided that directors and executive officers of the Issuer are permitted to trade under the applicable policies of Issuer relating to trading by directors and executive officers. The BCH Class S Ordinary Units are, subject to the restrictions in the BCH Eighth A&R LPA and the Exchange Agreement, convertible as of June 7, 2023, and do not expire.

Footnote F7

In accordance with the terms of the BCH Eighth A&R LPA, Class S Preferred Units of BCH ("BCH Class S Preferred Units") may be converted on a quarterly basis into BCH Class S Ordinary Units at a rate of 1 BCH Class S Ordinary Unit per 1.2 BCH Class S Preferred Unit converted. The BCH Class S Preferred Units are convertible on June 7, 2023, and do not expire.

Footnote F8

In accordance with the terms of the BCH Eighth A&R LPA, the capital account balance of Preferred Series A Subclass 0 Unit Accounts of BCH ("BCH Preferred A-0 Unit Accounts") may be freely converted into BCH Class S Ordinary Units. Upon any such conversion, the number of BCH Class S Ordinary Units issued will equal the capital account balance associated with the BCH Preferred A-0 Unit Accounts being converted divided by a price equal to, the average of (i) $10.50, and (ii) the volume-weighted average closing price of Class A Shares for the twenty (20) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-0 Conversion Price"). The BCH Preferred A-0 Unit Accounts are convertible as of June 7, 2023, and do not expire.

Footnote F9

Represents 1,459,079 BCH Class S Ordinary Units issuable to Hicks Holdings and 2,179,679 BCH Class S Ordinary Units issuable to Altiverse Capital Markets, L.L.C., a Delaware limited liability company ("Altiverse"), upon the conversion of their respective capital account balance of such BCH Preferred A-0 Unit Accounts, assuming an A-0 Conversion Price of $10.50 in capital account balance of such BCH Preferred A-0 Unit Account per BCH Class S Ordinary Unit.

Footnote F10

Represents securities directly held by Altiverse. Hicks Holdings is the sole member of Altiverse and, in such capacity, may be deemed to have beneficial ownership of any securities directly held by Altiverse. The Reporting Person is the sole member of Hicks Holdings and, in such capacity, may be deemed to have beneficial ownership of any securities beneficially owned by Hicks Holdings. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of Exchange Act, or otherwise, the beneficial owner of any securities beneficially owned by Altiverse or Hicks Holdings that are covered by this statement. The Reporting Person disclaims beneficial ownership of any securities beneficially owned by Altiverse or Hicks Holdings that are covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities.

Footnote F11

In accordance with the terms of the BCH Eighth A&R LPA, at any time on or after January 1, 2025, the capital account balance of Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") may be freely converted into BCH Class S Ordinary Units, subject to a 20% annual conversion limit until December 31, 2029, unless the conversion price for the BCH Preferred A-1 Unit Accounts equals or exceeds $18.00 after January 1, 2025. Upon any such conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-1 Unit Accounts being converted divided by a price equal to the average closing price of Class A Shares for the thirty (30) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-1 Conversion Price").

Footnote F12

(Continued from footnote 11) The BCH Preferred A-1 Unit Accounts are convertible as of June 7, 2023, and do not expire.

Footnote F13

Represents 4,577,070 BCH Class S Ordinary Units issuable to Hicks Holdings and 8,718,718 BCH Class S Ordinary Units issuable to Altiverse upon the conversion of their respective capital account balance of such BCH Preferred A-1 Unit Accounts, assuming an A-1 Conversion Price of $10.50 in capital account balance such BCH Preferred A-1 Unit Account per BCH Class S Ordinary Unit.