AEAE · AltEnergy Acquisition Corp

Each private placement warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share of the issuer, at any time commencing 30 days after the completion of an initial business combination. The holders of such private placement warrants agreed, upon the closing of the issuer's initial business combination, that the private placement warrants and the Class A common stock issuable upon exercise thereof shall be subject to a lock-up restrictions that will terminate with respect to (i) 50% of such shares on the 12 month anniversary of the closing date, (ii) 25% of such shares on the 18 month anniversary of the closing date and (iii) 25% of such shares on the 24 month anniversary of the closing date.

On December 31, 2024 AltEnergy Acquisition Sponsor, LLC (the "Sponsor"), forfeited 4,000,000 private placement warrants held of record and beneficially owned by it for no consideration.

The warrants will expire five years after completion of an initial business combination, or earlier upon redemption or liquidation in accordance with their terms.

The securities reported herein are held of record by the Sponsor. Russell Stidolph, the Chief Executive Officer and a director of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Stidolph may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Stidolph disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

The shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Common Stock"), are convertible into an equal number of shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Common Stock"), and have no expiration date. On February 28, 2023, AltEnergy Acquisition Sponsor, LLC (the "Sponsor") elected to convert 5,750,000 shares of their Class B Common Stock into shares of Class A Common Stock. After such conversion, the Sponsor held 28,750,000 shares of Class A Common Stock.

Excludes 11,600,000 shares of Class A common stock issuable upon exercise of warrants that are not presently exercisable.

The securities reported herein are held of record by the Sponsor. Russell Stidolph, the Chief Executive Officer and a director of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Stidolph may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Stidolph disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

The shares of Class B common stock of the issuer, par value $0.0001 per share ("Class B Common Stock"), are convertible into an equal number of shares of Class A common stock of the issuer, par value $0.0001 per share ("Class A Common Stock"), and have no expiration date. On February 28, 2023, AltEnergy Acquisition Sponsor, LLC (the "Sponsor") elected to convert 5,750,000 shares of their Class B Common Stock into shares of Class A Common Stock. After such conversion, the Sponsor held 28,750,000 shares of Class A Common Stock.

The securities reported herein are held of record by the Sponsor. Russell Stidolph, the Chief Executive Officer and a director of the issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Stidolph may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Stidolph disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.