| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ELMSQ | Common Stock | 42,868,416 | Aug 30, 2021 | by AJ Capital Investment, LLC | ||||||
| holding | ELMSQ | Common Stock | 16,423,458 | Aug 30, 2021 | by Luo Pan Investment II, LLC |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ELMSQ | Employee Restricted Stock Unit | +Grant/Award | $0 | +250,000 | $0.00 | 250,000 | Aug 30, 2021 | Common Stock | 250,000 | Direct | F2, F3 | ||
| transaction | ELMSQ | Earnout Restricted Stock Unit | +Grant/Award | $0 | +6,000,000 | $0.00 | 6,000,000 | Aug 30, 2021 | Common Stock | 6,000,000 | Direct | F2, F4 | ||
| holding | ELMSQ | Earnout Right | 2,764,500 | Aug 30, 2021 | Common Stock | 2,764,500 | by AJ Capital Investment, LLC | F1, F5 | ||||||
| holding | ELMSQ | Earnout Right | 1,065,000 | Aug 30, 2021 | Common Stock | 1,065,000 | by Luo Pan Investment II, LLC | F1, F6 |
| Id | Content |
|---|---|
| F1 | The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities. |
| F2 | Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting. |
| F3 | Restricted stock units will vest with respect to 33 1/3% on each of January 2, 2022, January 2, 2023 and January 2, 2024, subject to continued employment. |
| F4 | 50% of the restricted stock units will be deemed earned and vested if the closing price per share of common stock of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively, subject to continued employment. |
| F5 | On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. |
| F6 | On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. |