Altice Teads S.A. - 03 Feb 2025 Form 3 Insider Report for Outbrain Inc. (OB)

Footnote F1

On February 3, 2025 (the "Closing Date"), pursuant to the Share Purchase Agreement, dated as of August 1, 2024 (as amended by Amendment No. 1 on February 3, 2025, the "Share Purchase Agreement"), by and among Altice Teads S.A., a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Altice Teads"), TEADS, a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of the Grand Duchy of Luxembourg and then a wholly owned subsidiary of Altice Teads ("Teads"), and Outbrain Inc., a Delaware corporation ("Outbrain"), Outbrain acquired, via certain of its subsidiaries, from Altice Teads all of the issued and outstanding share capital of Teads, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (the "Transaction").

Footnote F2

In accordance with the Share Purchase Agreement, on the Closing Date, at the closing of the Transaction (the "Closing") and as consideration for the shares of Teads held by Altice Teads, Outbrain paid to Altice Teads $625,000,000, subject to certain customary adjustments, and issued to Altice Teads 43,750,000 shares of common stock, par value $0.001 per share, of Outbrain ("Common Stock").

Footnote F3

Represents securities owned directly by Altice Teads. Altice Teads is a direct, wholly owned subsidiary of Altice International S.a r.l. (except for one share held by Altice Luxembourg S.A.). Altice International S.a r.l. is a direct, wholly owned subsidiary of Altice Luxembourg S.A. Altice Luxembourg S.A. is a direct, wholly owned subsidiary of Altice Group Lux S.a r.l. Next Alt S.a r.l. owns 91.33% of the outstanding shares of Altice Group Lux S.a r.l. Next Luxembourg S.C.Sp owns all of the outstanding share capital of Next Alt S.a r.l. Patrick Drahi owns all of the outstanding limited partnership units of Next Luxembourg S.C.Sp. Next Luxembourg Management GP S.a r.l. is the general partner of Next Luxembourg S.C.Sp. Patrick Drahi owns all of the outstanding share capital of Next Luxembourg Management GP S.a r.l.

Footnote F4

As a result of the ownership described in footnote (3) above, Altice Teads, Altice International S.a r.l., Altice Luxembourg S.A., Altice Group Lux S.a r.l., Next Alt S.a r.l., Next Luxembourg S.C.Sp, Next Luxembourg Management GP S.a r.l. and Patrick Drahi (collectively, the "Reporting Persons") may be deemed to have shared beneficial ownership of all of the securities beneficially owned by Altice Teads. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Altice Teads to the extent it directly holds the securities reported on this Form 3) is the beneficial owner of the Common Stock referred to herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Persons' respective pecuniary interest therein.

Footnote F5

Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors-by-deputization by virtue of the Reporting Persons' contractual right to nominate two directors to the board of directors of Outbrain (the "Board") pursuant to the Stockholders' Agreement, dated as of the Closing Date, by and between Altice Teads and Outbrain entered into in connection with the Closing. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest of the securities reported herein by the Reporting Persons.