Mark Torossian - 17 Apr 2025 Form 4 Insider Report for MONEYLION INC. (ML)

Footnote F1

At the effective time of the merger contemplated by the Agreement and Plan of Merger (the "Effective Time"), dated December 10, 2024, by and among Gen Digital Inc., a Delaware corporation ("Parent"), Maverick Group Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and MoneyLion Inc., a Delaware corporation ("Company"), each share of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock") held by the Reporting Person was cancelled and converted into the right to receive(i) $82 in cash (the "Per Share Cash Consideration") and (ii) one contingent value right issued by Parent subject to and in accordance with the Contingent Value Rights Agreement, dated April 17, 2025 by and among the Company and Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (each, a "CVR", and together with the Per Share Cash Consideration, the "Merger Consideration").

Footnote F2

Represents shares of Class A Common Stock held directly by the Reporting Person.

Footnote F3

Represents restricted stock units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s. At the Effective Time, each restricted stock unit that is unvested as of immediately prior to the Effective Time (the "Unvested Company RSUs") was assumed by Parent and converted into a restricted stock unit award (the "Converted RSUs") with respect to a number of shares of Parent common stock equal to the product, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time by (ii) a ratio equal to 3.48.

Footnote F4

Represents performance stock units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s. At the Effective Time, each performance stock unit that vests based on the achievement of specific target annual key performance conditions and service-based vesting conditions outstanding as of immediately prior to the Effective Time (the "Company Annual PSU") was assumed by Parent and converted into an award of Converted RSUs with respect to a number of shares of Parent common stock equal to the product, rounded down to the nearest whole share, obtained by multiplying (i) the number of shares of Class A Common Stock subject to such Company Annual PSU as previously determined and certified by Company and (ii) a ratio equal to 3.48.

Footnote F5

Represents performance stock units, each of which represents a contingent right to receive one share of Class A Common Stock and the acquisition of which was previously reported in Table I of the Reporting Person's prior Form 4s. At the Effective Time, each performance restricted stock unit that vests based on the achievement of specified share price performance conditions and service-based vesting conditions outstanding as of immediately prior to the Effective Time (the "Company Share Price PSU") vested to the extent set forth in the applicable award agreement relating to such Company Share Price PSUs and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Class A Common Stock subject to such vested Company Share Price PSU (with the applicable performance conditions previously achieved).