Richard W. Fisher - 07 Jun 2023 Form 3 Insider Report for Beneficient (BENF)

Footnote F1

Includes 143,750 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 115,000 restricted equity units ("REUs") granted to Richard W. Fisher (the "Reporting Person") pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan") on January 11, 2018. 100,000 REUs vested on the date of grant, and 15,000 REUs vested 25% on the date of grant, and the remaining 75% in three equal annual installments on April 25th of each subsequent calendar year.

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

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, 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 the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units"). Upon conversion, the number of BCH Class S Ordinary Units issued will equal to 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

Footnote F4

(Continued from footnote 3) (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 F5

In accordance with the BCH Eighth A&R LPA 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 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 latter of (A) the expiration of such sixty-one (61) day Notice period, unless waived; (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

Footnote F6

(Continued from footnote 5) (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, exercisable as of June 7, 2023, and do not expire.

Footnote F7

Represents BCH Class S Ordinary Units issuable upon the conversion of the 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 F8

In accordance with 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 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"). The BCH Preferred A-1 Unit Accounts are convertible on June 7, 2023, and do not expire.

Footnote F9

Represents BCH Class S Ordinary Units issuable upon the conversion of the 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.