Nebula Caravel Holdings LLC - 27 Feb 2024 Form 4 Insider Report for Techpoint, Inc. (THPTF)

Footnote F1

On February 27, 2024, Nebula Caravel Holdings, LLC entered into a Contribution and Exchange Agreement (the "Rollover Agreement") and related documents with Biscuit Topco, L.P. ("Topco"), a Delaware limited partnership, and Biscuit Holdco, LLC ("Holdco"), a Delaware limited liability company that, together with Topco, was formed in connection with the Merger (as defined below). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on February 27, 2024, Nebula Caravel Holdings, LLC contributed (i) to Holdco in exchange for interests in Holdco (the "Holdco Contribution and Exchange"), 6,478,051 shares of Class A Common Stock of the Issuer (the "Rollover Shares") and (ii) to Topco in exchange for interests in Topco (the "Topco Contribution and Exchange" and together with the Holdco Contribution and Exchange, the "Rollover"), the Holdco Interests, in order to retain an indirect equity investment in the Issuer following the Merger.

Footnote F2

Nebula Caravel Holdings, LLC was the record holder of the securities reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (collectively, "True Wind Capital II") are the managing members of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the securities held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Footnote F3

Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated November 29, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Biscuit Merger Sub, LLC ("Merger Sub"), pursuant to which, at the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). At the Effective Time, each share of the Issuer's common stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Issuer's common stock owned by the Issuer, Parent or Merger Sub) were to be cancelled and extinguished and automatically converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings.