Alexander Morcos - 18 Jul 2024 Form 4 Insider Report for Astra Space, Inc.

Footnote F1

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 F2

In connection with the consummation of the Merger and pursuant to the Merger Agreement, these 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 F3

Pursuant to an equity commitment letter entered into in connection with, and effective upon, the Merger, these 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

Pursuant to a noteholder conversion agreement entered into in connection with, and effective upon, the Merger, these Senior Secured Convertible Notes due 2025 (the "Convertible Notes") (including accrued interest thereon) were converted into 25,934,658 newly issued shares of Parent Series A Preferred Stock at a conversion rate of $0.404.

Footnote F5

Pursuant to a noteholder conversion agreement entered into in connection with, and effective upon, the Merger, these Convertible Notes (including accrued interest thereon) were converted into 10,501,609 newly issued shares of Parent Series A Preferred Stock at a conversion rate of $0.404.

Footnote F6

The holders of the Convertible Notes had the right to, at their option, prior to maturity, convert all or any portion of the outstanding amount of the Convertible Notes, including accrued paid-in-kind interest thereon, subject to certain limitations, into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate was subject to adjustment in accordance with the terms of the Convertible Notes and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transactions.

Footnote F7

Pursuant to a warrant exchange agreement entered into in connection with, and effective upon, the Merger, such warrants were converted into 5,684,354 warrants to purchase shares of Parent Series A Preferred Stock at an exercise price of $0.404.

Footnote F8

Pursuant to a warrant exchange agreement entered into in connection with, and effective upon, the Merger, such warrants were converted into 1,732,673 warrants to purchase shares of Parent Series A Preferred Stock at an exercise price of $0.404.

Footnote F9

These warrants were exercisable.

Footnote F10

These shares of Class A Common Stock were managed by Baldo Fodera ("Mr. Fodera") for the benefit of Alexander Morcos ("Mr. Morcos"), entities owned by Mr. Morcos, and a private charitable foundation. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Footnote F11

These securities were held directly by JMCM Holdings LLC ("JMCM"). Mr. Morcos and Mr. Fodera are co-managers of JMCM, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Footnote F12

These securities were held directly by MH Orbit LLC. Mr. Morcos and Mr. Fodera are co-managers of MH Orbit LLC, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.