EEX · Emerald Holding, Inc.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 43,446 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 139,028 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent ( such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo").

(Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest.

Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.

Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,

(continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; and (e) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP.

Effective upon completion of the Transaction, each of Mr. Gilis and Mr. Munk has ceased to serve as a director of the Company. Mr. Gilis and Mr. Munk, as directors designated by Onex Corporation, may have been deemed to have been the beneficial owners of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation prior to the Transaction. Neither Mr. Gilis nor Mr. Munk was the record owner of any Common Shares prior to the completion of the Transaction, and each of them disclaims any beneficial ownership of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation except to the extent of his respective pecuniary interest, if any, therein.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 171,875 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent (such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo").

(Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest.

Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.

Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,

(continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 70,182 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.

Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent (such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo").

(Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest.

Includes: 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC.

Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,

(continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP.

Effective from May 11, 2026, Mr. Gerald W. Schwartz no longer may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Onex Corporation. Mr. Schwartz beneficially owns approximately 0.2% of the Common Stock as a result of his indirect ownership of the equity of Onex Advisor Subco III LLC. Based on certain arrangements regarding the shares of Common Stock held by Onex Advisor Subco III LLC and beneficially owned by Mr. Schwartz, the shares of Common Stock beneficially owned by Mr. Schwartz will be voted in the same manner as shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation. Mr. Schwartz and Onex Corporation may therefore be deemed to be a member of a "group" for purposes of Section 13(d)(3) of the Exchange Act.

(Continued from footnote 7) Mr. Schwartz disclaims beneficial ownership of the shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation, except to the extent of his pecuniary interest, if any, therein, and Onex Corporation disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Schwartz.

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Includes 187,153 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 25, 2027 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 25, 2027 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 25, 2027 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 25, 2027 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 25, 2027 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 25, 2027 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

On February 26, 2025, the reporting person was granted 210,649 restricted stock units ("RSUs") in respect of the issuer's common stock, which were previously reported on a timely Form 4 dated February 28, 2025. These RSUs vested as to 34% on January 7, 2026 and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest as to 33% on January 7, 2027 and 33% on January 7, 2028. Prior to the January 7, 2026 vesting date, the issuer's Compensation Committee, in its sole discretion, revised the terms of the RSUs for all employees of the issuer that were granted RSUs on February 26, 2025 to settle the portion of the RSUs vesting on January 7, 2026 in cash instead of in shares of the issuer's common stock.

Includes 139,028 unvested restricted stock units.

On February 26, 2025, the reporting person was granted 106,337 restricted stock units ("RSUs") in respect of the issuer's common stock, which were previously reported on a timely Form 4 dated February 28, 2025. These RSUs vested as to 34% on January 7, 2026 and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest as to 33% on January 7, 2027 and 33% on January 7, 2028. Prior to the January 7, 2026 vesting date, the issuer's Compensation Committee, in its sole discretion, revised the terms of the RSUs for all employees of the issuer that were granted RSUs on February 26, 2025 to settle the portion of the RSUs vesting on January 7, 2026 in cash instead of in shares of the issuer's common stock.

Includes 70,182 unvested restricted stock units.

On February 26, 2025, the reporting person was granted 283,565 restricted stock units ("RSUs") in respect of the issuer's common stock, which were previously reported on a timely Form 4 dated February 28, 2025. These RSUs vested as to 34% on January 7, 2026 and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest as to 33% on January 7, 2027 and 33% on January 7, 2028. Prior to the January 7, 2026 vesting date, the issuer's Compensation Committee, in its sole discretion, revised the terms of the RSUs for all employees of the issuer that were granted RSUs on February 26, 2025 to settle the portion of the RSUs vesting on January 7, 2026 in cash instead of in shares of the issuer's common stock.

Includes 187,153 unvested restricted stock units.

On February 26, 2025, the reporting person was granted 260,417 restricted stock units ("RSUs") in respect of the issuer's common stock, which were previously reported on a timely Form 4 dated February 28, 2025. These RSUs vested as to 34% on January 7, 2026 and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest as to 33% on January 7, 2027 and 33% on January 7, 2028. Prior to the January 7, 2026 vesting date, the issuer's Compensation Committee, in its sole discretion, revised the terms of the RSUs for all employees of the issuer that were granted RSUs on February 26, 2025 to settle the portion of the RSUs vesting on January 7, 2026 in cash instead of in shares of the issuer's common stock.

Includes 171,875 unvested restricted stock units.

On February 26, 2025, the reporting person was granted 65,828 restricted stock units ("RSUs") in respect of the issuer's common stock, which were previously reported on a timely Form 4 dated February 28, 2025. These RSUs vested as to 34% on January 7, 2026 and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest as to 33% on January 7, 2027 and 33% on January 7, 2028. Prior to the January 7, 2026 vesting date, the issuer's Compensation Committee, in its sole discretion, revised the terms of the RSUs for all employees of the issuer that were granted RSUs on February 26, 2025 to settle the portion of the RSUs vesting on January 7, 2026 in cash instead of in shares of the issuer's common stock.

Includes 43,446 unvested restricted stock units.

Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 17,940 of the restricted stock units granted on January 4, 2021.

Includes 210,649 unvested restricted stock units.

Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 67,529 of the restricted stock units granted on January 4, 2021.

Includes 283,565 unvested restricted stock units.

These shares were purchased in multiple transactions at a price of $4.78 per share. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Includes 260,417 unvested restricted stock units.

Mr. Doft has made a gift of Common Stock to unaffiliated not-for profit institutions to satisfy previously committed donated amounts.

Includes 228,589 unvested restricted stock units.

Mr. Doft has made a gift of Common Stock to unaffiliated not-for profit institutions to satisfy previously committed donated amounts.

Includes 228,589 unvested restricted stock units.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 26, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 34% on January 7, 2026, 33% on January 7, 2027, and 33% on January 7, 2028 and be settled, with respect to vested restricted stock units, in shares of common stock as soon as practicable after each applicable vesting date. Notwithstanding the foregoing, underlying shares will become fully vested upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events.

Includes 260,417 unvested restricted stock units.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 34% on January 7, 2026, 33% on January 7, 2027, and 33% on January 7, 2028 and be settled, with respect to vested restricted stock units, in shares of common stock as soon as practicable after each applicable vesting date. Notwithstanding the foregoing, underlying shares will become fully vested upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events.

Includes 351,094 unvested restricted stock units.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 34% on January 7, 2026, 33% on January 7, 2027, and 33% on January 7, 2028 and be settled, with respect to vested restricted stock units, in shares of common stock as soon as practicable after each applicable vesting date. Notwithstanding the foregoing, underlying shares will become fully vested upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events.

Includes 228,589 unvested restricted stock units.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 34% on January 7, 2026, 33% on January 7, 2027, and 33% on January 7, 2028 and be settled, with respect to vested restricted stock units, in shares of common stock as soon as practicable after each applicable vesting date. Notwithstanding the foregoing, underlying shares will become fully vested upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events.

Includes 65,828 unvested restricted stock units.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 34% on January 7, 2026, 33% on January 7, 2027, and 33% on January 7, 2028 and be settled, with respect to vested restricted stock units, in shares of common stock as soon as practicable after each applicable vesting date. Notwithstanding the foregoing, underlying shares will become fully vested upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events.

Includes 106,337 unvested restricted stock units.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 26, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 26, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 26, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

Subject to the reporting person's continued employment with the issuer through the applicable vesting date, this option will vest as to 20% on each of February 26, 2026, February 26, 2027, February 26, 2028, February 26, 2029 and February 26, 2030. Notwithstanding the foregoing, any then unvested stock options will become fully vested upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events. In addition, in all cases, certain transfer restrictions will apply to shares of the issuer's common stock underlying vested options until a date no later than February 26, 2032.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 26, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, these restricted stock units will vest on February 26, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after such vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended) prior to such vesting date and the reporting person's relief of service from the board of directors, all then-unvested restricted stock units shall become fully vested.

Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of 17,940 of the restricted stock units granted on January 4, 2021.

Includes 17,940 unvested restricted stock units.