POWERCOMPUTE, INC. - 28 Oct 2022 Form 4 Insider Report for SeaStar Medical Holding Corp (ICU)

Footnote F1

All of the reported shares and warrants are held directly by LMFAO Sponsor, LLC ("Sponsor"). Reporting Person is the sole manager of Sponsor and owns a majority of the membership interests in Sponsor, and therefore the Board of Directors of Reporting Person has sole voting and dispositive control over the shares held by Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual member or manager of Reporting Person exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.

Footnote F2

As described in the Issuer's registration statement on Form S-1 (File No. 333-251962) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

Footnote F3

As described in the Issuer's registration statement on Form S-4 (File No. 333-264993) and the third amended and restated certificate of incorporation of the Issuer, which took effect in connection with the closing of the Issuer's business combination with SeaStar Medical, Inc., a Delaware corporation, on October 28, 2022, all Class A common stock of the Issuer was redesignated as common stock, par value $0.0001 per share.

Footnote F4

The Sponsor acquired these warrants for a purchase price of $1.00 per warrant in connection with the initial public offering of the Issuer. The warrants could only become eligible for exercise upon consummation of the Issuer's initial business combination. Since the exercise of the warrants was contingent upon the closing of the business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the Issuer's initial business combination.