Thomas J. Tull - 07 Jan 2025 Form 4 Insider Report for FIGS, Inc. (FIGS)

Footnote F1

On January 7, 2025, BAMCO, Inc. (the "Buyer"), a wholly-owned subsidiary of Baron Capital Group, Inc., Thomas J. Tull, in his individual capacity ("Tull"), Thomas J. Tull, in his capacity as trustee of the Tull Family Trust, u/a/d August 1, 2005, as amended ("Tull Family Trust"), and First Light Investors, LLC, which is controlled by Tull's spouse ("First Light" and, collectively with Tull and Tull Family Trust, the "Sellers"), entered into a Put-Call Agreement (the "Agreement"), pursuant to which from and after January 11, 2025 until May 7, 2025 (the "Expiration Date"), the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers 19,039,999 shares of Class A Common Stock of the Issuer (the "Tranche I Shares") at a price equal to $6.25 per share.

Footnote F2

Pursuant to the Agreement, from and after the first business day following the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (such date, the "HSR Satisfaction Date"), until the Expiration Date, the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers a number of shares (the "Tranche II Shares") equal to (x) 27,833,825 shares of Class A Common Stock of the Issuer minus (y) if the Tranche I Shares have been sold to the Buyer, the Tranche I Shares. From and after the HSR Satisfaction Date until the Expiration Date, the Buyer will have the right, but not the obligation, to purchase from the Sellers the Tranche II Shares at a price equal to $6.25 per share.