Ruy Carrasco - 14 Mar 2024 Form 4 Insider Report for Brand Engagement Network Inc. (BNAI)

Footnote F1

On May 7, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on July 16, 2021 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Footnote F2

On September 30, 2021, the Company provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC, existing options of the Predecessor were assumed by the Company as the entity surviving the merger. These options have not yet been exercised. Shares reported herein are shares of the Company on an as-converted basis.

Footnote F3

One fourth (1/4th) of the options reported herein vested on the one-year anniversary of the award date, with the remaining balance vesting in a series of thirty-six (36) monthly installments measured from the one-year anniversary of the award date.