Sylebra Capital Ltd - 24 Aug 2023 Form 4 Insider Report for PureCycle Technologies, Inc. (PCT)

Footnote F1

Sylebra Capital Limited (Sylebra HK) and Sylebra Capital LLC (Sylebra US) are the investment sub-advisers to Sylebra Capital Partners Master Fund, Ltd. (SCP MF), Sylebra Capital Parc Master Fund (PARC MF), Sylebra Capital Menlo Master Fund (MENLO MF), and other advisory clients. SCP MF, PARC MF, MENLO MF and other advisory clients are referred to collectively as the Affiliated Investment Entities. Sylebra Capital Management (Sylebra Cayman) is the investment manager and parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK, and Daniel Patrick Gibson (Gibson) owns 100% of the Class A shares of Sylebra Cayman and 100% of the capital stock of Sylebra US. Gibson is a founder and Chief Investment Officer of Sylebra Cayman. In such capacities, Sylebra HK, Sylebra US, Sylebra Cayman and Gibson may be deemed to share voting and dispositive power over the securities of the Issuer held by the Affiliated Investment Entities.

Footnote F2

These securities are held by the Affiliated Investment Entities. Sylebra HK, Sylebra US, Sylebra Cayman and Gibson disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that Sylebra HK, Sylebra US, Sylebra Cayman and Gibson are the beneficial owners of such securities, except to the extent of their pecuniary interest, if any, therein.

Footnote F3

The Affiliated Investment Entities purchased $50,000,000 aggregate principal amount at maturity of the Issuers 7.25% Green Convertible Senior Notes due 2030 (the notes), for an aggregate issue price of $45,000,000.

Footnote F4

The conversion rate of the notes will initially be 67.4764 shares of the Issuers common stock per $1,000 principal amount at maturity of the notes (or an aggregate of 3,373,820 shares of the Issuers common stock in the case of the notes purchased by the Affiliated Investment Entities). Notwithstanding the foregoing, the Affiliated Investment Entities will not be entitled to receive any shares of the Issuers common stock otherwise deliverable upon conversion of the notes to the extent, but only to the extent, that such receipt would cause any of the Affiliated Investment Entities, or Sylebra HK, Sylebra US, Sylebra Cayman and Gibson, to become, directly or indirectly, the beneficial owner of more than 19.99% of the shares of the Issuers common stock outstanding at such time.