Robert A.e. Franklin - 14 Feb 2025 Form 3 Insider Report for ACUREN CORP (TIC)

Footnote F1

Mariposa Acquisition IX, LLC directly holds (i) 18,877,500 shares of Common Stock and (ii) 1,000,000 shares of Series A Preferred Stock convertible into shares of Common Stock for no additional consideration as set forth below. RAEF Family Trust, of which Mr. Franklin is a trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IX, LLC and, as a result, may be deemed to have a pecuniary interest in approximately (i) 997,150 shares of Common Stock and (ii) 185,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by Mariposa Acquisition IX, LLC. Mr. Franklin disclaims beneficial ownership of the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC except to the extent of his pecuniary interest therein. Mr. Franklin does not have beneficial ownership over the shares of Common Stock and Series A Preferred Stock held directly by Mariposa Acquisition IX, LLC.

Footnote F2

The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier of (i) immediately following the "change of control dividend date" (as defined in the Issuer's certificate of incorporation) and (ii) December 31, 2034.