DEVSF · DevvStream Corp. · Insider Trading

The Reporting Person provided consulting services to the Issuer and loaned funds to the Issuer, pursuant to two convertible promissory notes. The Reporting Person and Issuer entered into a Conversion Agreement to convert all amounts owed into 2,526,405 Common Shares at a per share price of $0.9026.

Focus Impact Partners, LLC ("FIP") provided consulting services to the Issuer and loaned funds to the Issuer, pursuant to two convertible promissory notes. FIP and Issuer entered into a Conversion Agreement to convert all amounts owed into 2,526,405 Common Shares at a per share price of $0.9026. FIP is controlled by Wray T. Thorn and the reporting person.

The Reporting Person loaned funds to the Issuer, pursuant to a 5.30% Secured Convertible Note, in the original principal amount of $3,000,000, dated November 13, 2024. The Reporting Person and Issuer entered into a Conversion Agreement to convert the Promissory Note into 3,556,839 Common Shares at a per share price of $0.9026.

Focus Impact Partners, LLC ("FIP") provided consulting services to the Issuer and loaned funds to the Issuer, pursuant to two convertible promissory notes. FIP and Issuer entered into a Conversion Agreement to convert all amounts owed into 2,526,405 Common Shares at a per share price of $0.9026. FIP is controlled by Wray T. Thorn and the reporting person.

Focus Impact Partners, LLC ("FIP") provided consulting services to the Issuer and loaned funds to the Issuer, pursuant to two convertible promissory notes. FIP and Issuer entered into a Conversion Agreement to convert all amounts owed into 2,526,405 Common Shares at a per share price of $0.9026. FIP is controlled by Carl Stanton and the reporting person.

Focus Impact Partners, LLC ("FIP") provided consulting services to the Issuer and loaned funds to the Issuer, pursuant to two convertible promissory notes. FIP and Issuer entered into a Conversion Agreement to convert all amounts owed into 2,526,405 Common Shares at a per share price of $0.9026. FIP is controlled by Carl Stanton and the reporting person.

Represents options granted under the Company's 2024 Equity Incentive Plan. One third of the shares vest on the first anniversary of the grant date and the remainder of the shares subsequently vest in equal monthly installments over the second and third year after the grant date, subject to the Reporting Person's continued service as an officer. The option exercise price is the closing price on the date of the grant, March 26, 2025.

Represents options granted under the Company's 2024 Equity Incentive Plan. One third of the shares vest on the first anniversary of the grant date and the remainder of the shares subsequently vest in equal monthly installments over the second and third year after the grant date, subject to the Reporting Person's continued service as an officer. The option exercise price is the closing price on the date of the grant, March 26, 2025.

Represents restricted stock units granted under the Company's 2024 Equity Incentive Plan. 214,107 shares vest on the grant date, 45,880 shares vest on July 17, 2025 and 45,880 shares vest on January 17, 2026, subject to the Reporting Person's continued service as an officer.

In connection with the execution of a strategic consulting agreement, dated November 13, 2024, by and between Focus Impact Partners, LLC and the issuer, the issuer issued 557,290 common shares of the issuer ("New PubCo Common Shares") as consideration under such agreement to the reporting person.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

On November 13, 2024, the issuer agreed to cancel and convert the $3,000,000 of principal amount outstanding under the convertible promissory note, dated December 1, 2023, by and between the issuer (as the successor of Focus Impact Acquisition Corp. ("FIAC")) and the reporting person and the convertible promissory note, dated May 9, 2023, by and between the issuer (as the successor of FIAC) and the reporting person, into $3,000,000 of new 5.3% convertible notes issued to the reporting person on November 13, 2024 with a maturity date that is 2 years from November 13, 2024 (the "New Convertible Notes"). The $3,000,000 principal loan amount and any additional accrued and unpaid interest under the Convertible Notes are convertible into New PubCo Common Shares at a 25% discount to the issuer's 20-day volume weighted average price, subject to a floor of $0.867 per share.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

On November 13, 2024, the issuer agreed to cancel and convert (A) $345,000 of accrued and unpaid of fees under the administrative services agreement, dated October 27, 2021, by and between the issuer (as the successor of FIAC) and Focus Impact Sponsor, LLC, into $345,000 of new 5.3% convertible notes issued to Focus Impact Partners, LLC ("Focus Partners") on November 13, 2024 with a maturity date that is 2 years from November 13, 2024 (the "New Convertible Notes"); and (B) $637,150 of convertible notes of DevvStream Holdings Inc. held by Focus Partners into $637,150 of New Convertible Notes that were issued to Focus Partners on November 13, 2024. The $982,150 principal loan amount and any accrued and unpaid interest under the Convertible Notes are convertible into common shares of the issuer at a 25% discount to the issuer's 20-day volume weighted average price, subject to a floor of $0.867 per share.

The New Convertible Notes are held by Focus Partners, which is controlled by Carl Stanton and the reporting person.

On November 13, 2024, the issuer agreed to cancel and convert (A) $345,000 of accrued and unpaid of fees under the administrative services agreement, dated October 27, 2021, by and between the issuer (as the successor of FIAC) and Focus Impact Sponsor, LLC, into $345,000 of new 5.3% convertible notes issued to Focus Impact Partners, LLC ("Focus Partners") on November 13, 2024 with a maturity date that is 2 years from November 13, 2024 (the "New Convertible Notes"); and (B) $637,150 of convertible notes of DevvStream Holdings Inc. held by Focus Partners into $637,150 of New Convertible Notes that were issued to Focus Partners on November 13, 2024. The $982,150 principal loan amount and any accrued and unpaid interest under the Convertible Notes are convertible into common shares of the issuer at a 25% discount to the issuer's 20-day volume weighted average price, subject to a floor of $0.867 per share.

The New Convertible Notes are held by Focus Partners, which is controlled by Wray T. Thorn and the reporting person.

11,200,000 private placement warrants of the issuer held by the reporting person at the time of the closing of the Business Combination will be assumed by New PubCo and converted into 11,200,000 warrants of New PubCo ("New PubCo Private Warrant") with each New PubCo Private Warrant being exercisable for 0.9692 New PubCo Common Share on a cashless basis or for cash at $11.86 per share (subject to additional adjustments pursuant to the terms of the New PubCo Private Warrants). The issuance of 10,855,040 New PubCo Common Shares assumes that each of the New PubCo Private Warrants is exercised for cash. Pursuant to the terms of the New PubCo Private Warrant, the exercise price of the New PubCo Private Warrants is adjustable if certain capital raising transactions meet certain requirements in connection with a business

(Continued from footnote 3) combination and shall be adjusted to an exercise price that is equal to 115% of the higher of the Market Value and the New Issued Price. "Market Value" as used in the foregoing shall mean the volume-weighted average trading price of the New PubCo Common Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the issuer consummated the Business Combination. "Newly Issued Price" as used in the foregoing shall mean the issue price or effective issue price (as determined in good faith by the board of directors of the issuer), at which the issuer issued additional Class A Shares or securities convertible into or exercisable or exchangeable for Class A Shares for capital raising purposes in connection with the closing of the Business Combination.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at closing.

Consists of options granted on January 17, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at closing.

Consists of options granted on January 17, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on January 17, 2022. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at closing.

Consists of options granted on March 1, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at closing.

Consists of options granted on October 14, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.

11,200,000 private placement warrants of the issuer held by the reporting person at the time of the closing of the Business Combination will be assumed by New PubCo and converted into 11,200,000 warrants of New PubCo ("New PubCo Private Warrant") with each New PubCo Private Warrant being exercisable for 0.9692 New PubCo Common Share on a cashless basis or for cash at $11.86 per share (subject to additional adjustments pursuant to the terms of the New PubCo Private Warrants). The issuance of 10,855,040 New PubCo Common Shares assumes that each of the New PubCo Private Warrants is exercised for cash. Pursuant to the terms of the New PubCo Private Warrant, the exercise price of the New PubCo Private Warrants is adjustable if certain capital raising transactions meet certain requirements in connection with a business

(Continued from footnote 3) combination and shall be adjusted to an exercise price that is equal to 115% of the higher of the Market Value and the New Issued Price. "Market Value" as used in the foregoing shall mean the volume-weighted average trading price of the New PubCo Common Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the issuer consummated the Business Combination. "Newly Issued Price" as used in the foregoing shall mean the issue price or effective issue price (as determined in good faith by the board of directors of the issuer), at which the issuer issued additional Class A Shares or securities convertible into or exercisable or exchangeable for Class A Shares for capital raising purposes in connection with the closing of the Business Combination.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on January 17, 2022 and March 14, 2022. 25% of the restricted stock units vested on January 17, 2023, July 17, 2023, January 17, 2024 and July 17, 2024, respectively.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

Consists of common shares issued to Devvio, Inc. ("Devvio") in exchange for multiple voting company shares of DevvStream in connection with the closing of the Business Combination. Mr. Anderson is the founder and chief executive officer of Devvio and as a result, may be deemed to indirectly beneficially own the common shares that are directly beneficially owned by Devvio. Mr. Anderson disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein. The business address of Devvio is 6300 Riverside Plaza Ln NW, Suite 100, Albuquerque, NM 87120.

In connection with the consummation of the business combination between the issuer and DevvStream Holdings Inc. (the "Business Combination") on November 6, 2024, (i) the reporting person forfeited 575,000 Class B ordinary shares, par value $0.0001 per share, of the issuer ("Class B Shares"), (ii) 15,558 Class B Shares were converted into 15,079 common shares ("New PubCo Common Shares") of the post-Business Combination company (the "New PubCo"), and (iii) 5,000,531 New PubCo Common Shares were issued to the reporting person in exchange for the Class A ordinary shares, par value $0.0001 per share, of the issuer and the Class B Shares that the reporting person transferred on October 29, 2024. Does not include any New PubCo Common Shares upon exercise of any of the New PubCo Private Warrants (as defined below) held by the reporting person.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at closing.

Consists of options granted on October 14, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months.

Consists of restricted stock units granted to DJG Enterprises Inc. ("DJG") Mr. Goertz is the sole director of DJG and as a result, may be deemed to indirectly beneficially own the common shares issuable upon exercise of the restricted stock units that are directly beneficially owned by DJG. Mr. Goertz disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein. The business address of DJG is 1500 - 1140 West Pender Street, BC V6E 4G1.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at closing.

Consists of options granted on May 15, 2023. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on March 14, 2022. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter.

Consists of securities acquired in connection with transactions consummated on November 6, 2024 pursuant to that certain Business Combination Agreement, dated September 12, 2023 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among DevvStream Corp. (f/k/a Focus Impact Acquisition Corp.) (the "Issuer"), Focus Impact Amalco Sub Ltd., a wholly owned subsidiary of the Issuer ("Amalco Sub"), and DevvStream Holdings Inc. ("DevvStream"), pursuant to which DevvStream and Amalco Sub amalgamated to form one corporate entity ("Amalco"), with Amalco as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the Issuer based on an exchange ratio calculated at closing. Each restricted stock unit represents the right to receive, at settlement, one common share of the Issuer.

Consists of restricted stock units granted on January 17, 2022. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter.

Consists of restricted stock units granted to DJG Enterprises Inc. ("DJG") Mr. Goertz is the sole director of DJG and as a result, may be deemed to indirectly beneficially own the common shares issuable upon exercise of the restricted stock units that are directly beneficially owned by DJG. Mr. Goertz disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein. The business address of DJG is 1500 - 1140 West Pender Street, BC V6E 4G1.

In connection with the consummation of the business combination between the issuer and DevvStream Holdings Inc. (the "Business Combination") on November 6, 2024, (i) the reporting person forfeited 575,000 Class B ordinary shares, par value $0.0001 per share, of the issuer ("Class B Shares"), (ii) 15,558 Class B Shares were converted into 15,079 common shares ("New PubCo Common Shares") of the post-Business Combination company (the "New PubCo"), and (iii) 5,000,531 New PubCo Common Shares were issued to the reporting person in exchange for the Class A ordinary shares, par value $0.0001 per share, of the issuer and the Class B Shares that the reporting person transferred on October 29, 2024. Does not include any New PubCo Common Shares upon exercise of any of the New PubCo Private Warrants (as defined below) held by the reporting person.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

As described in the issuer's registration statement on Form S-1 (File No. 333-255448) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share, of the issuer (the "Class B Shares") will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer (the "Class A Shares") at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

Reflects the transfer of an aggregate of 5,159,442 Class A Shares to (i) certain advisors in full or partial satisfaction of such advisor parties' fees and expenses incurred in connection with the proposed business combination (the "Business Combination") with DevvStream Holdings Inc., (ii) certain investors subscribing to subscription agreements for Class A Shares and common shares ("New PubCo Common Shares") of the post-Business Combination company ("New PubCo"), and (iii) an investor as a commitment fee in connection with the execution of an equity line of credit purchase agreement with the issuer and the reporting person (the transfers pursuant to items (i) to (iii) in the foregoing, the "Transfers").

In connection with the closing of the Business Combination, the reporting person will be issued New PubCo Common Shares in an amount that is equal to the number of Class A Shares that the reporting person disposed of in the Transfers.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

As described in the issuer's registration statement on Form S-1 (File No. 333-255448) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share, of the issuer (the "Class B Shares") will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer (the "Class A Shares") at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

As described in the issuer's registration statement on Form S-1 (File No. 333-255448) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

As described in the issuer's registration statement on Form S-1 (File No. 333-255448) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.