Chris Kemp - 17 Jul 2024 Form 4 Insider Report for Astra Space, Inc.

Footnote F1

Each share of Class B Common Stock was convertible into one (1) fully paid and nonassessable share of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") at the option of the holder thereof at any time upon written notice to the issuer. Immediately preceding the Merger (as defined below), such shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") were converted into an identical number of newly issued shares of Class A Common Stock.

Footnote F2

On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").

Footnote F3

Pursuant to a rollover agreement entered into, and in connection with, the Merger, such shares of Class A Common Stock were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent (the "Parent Series A Preferred Stock").

Footnote F4

In connection with the consummation of the Merger and pursuant to the Merger Agreement and the termination of the issuer's 2021 Omnibus Incentive Plan contemplated thereunder, the Reportion Person's unvested restricted stock unit awards were cancelled in exchange for no consideration.

Footnote F5

In connection with the consummation of the Merger and pursuant to the Merger Agreement, such shares of Class A Common Stock were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest.

Footnote F6

The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Footnote F7

Each share of Class B Common Stock was convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the issuer.

Footnote F8

In connection with the consummation of the Merger and pursuant to the Merger Agreement, the stock options (all of which had a per share exercise price greater than the merger consideration of $0.50 per share in cash) were cancelled in exchange for no consideration.

Footnote F9

Fully vested and exercisable.

Footnote F10

25% of such stock options vested on August 15, 2022. The remaining 75% of such stock options have been vesting and were scheduled to vest in substantially equal quarterly installments beginning on November 15, 2022 and ending on August 15, 2025.

Footnote F11

On November 21, 2023, the Reporting Person purchased convertible notes, aggregate principal amount $2,000,000, from the issuer (the "Convertible Notes"). On February 26, 2024, the Reporting Person purchased additional Convertible Notes, aggregate principal amount $150,000, from the issuer. On June 28, 2024, the Reporting Person purchased additional Convertible Notes, aggregate principal amount $60,000, from the issuer. The Convertible Notes were convertible into shares of Class A Common Stock at the option of the holder at an initial conversion price of $0.808 per share and accrued interest payable in kind. Upon consummation of the Merger and pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, such Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Parent Series A Preferred Stock at a price of $0.404 per share.

Footnote F12

The securities held hereby were owned by Chris Kemp Living Trust, a trust organized under the laws of California, for which the Reporting Person is the sole trustee.

Footnote F13

On November 21, 2023, the Reporting Person purchased 866,337 warrants from the Issuer at a price of $0.125 per warrant. Each warrant was immediately exercisable on a one-to-one basis for Class A Common Stock at a price of $0.808 per share. Pursuant to a warrant exchange agreement entered into, and in connection with, the Merger, such warrants were converted into warrants to purchase shares of Parent Series A Preferred Stock at a price of $0.404 per share.