FLYX

The restricted stock units were granted on May 13, 2026. Each restricted stock unit represents a contingent right to receive one share of flyExclusive, Inc. Class A common stock. The restricted stock units vested immediately upon grant.

The restricted stock units were granted on May 13, 2026. Each restricted stock unit represents a contingent right to receive one share of flyExclusive, Inc. Class A common stock. The restricted stock units vested immediately upon grant.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the issuance of a stock award.

The restricted stock units were granted on May 13, 2026. Each restricted stock unit represents a contingent right to receive one share of flyExclusive, Inc. Class A common stock. The restricted stock units vested immediately upon grant.

The restricted stock units were granted on May 13, 2026. Each restricted stock unit represents a contingent right to receive one share of flyExclusive, Inc. Class A common stock. The restricted stock units vested immediately upon grant.

The restricted stock units were granted on May 13, 2026. Each restricted stock unit represents a contingent right to receive one share of flyExclusive, Inc. Class A common stock. The restricted stock units vested immediately upon grant.

The restricted stock units were granted on May 13, 2026. Each restricted stock unit represents a contingent right to receive one share of flyExclusive, Inc. Class A common stock. The restricted stock units vested immediately upon grant.

This transaction was executed in multiple trades at prices ranging from $2.25 to $2.3799. The price reported in Column 4 is a weighted average price. 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 transactions were effected.

This transaction was executed in multiple trades at prices ranging from $2.34 to $2.40. The price reported in Column 4 is a weighted average price. 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 transactions were effected.

This transaction was executed in multiple trades at prices ranging from $2.465 to $2.60. The price reported in Column 4 is a weighted average price. 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 transactions were effected.

In connection with the closing of the business combination between EQ Acquisition Corp. and LGM Enterprise, LLC ("LGM") on December 27, 2023, each existing common unit previously issued by LGM was reclassified and reissued into new Common Units on a one-for-one basis, together with an equivalent number of Class B Common Stock of the Issuer. Each Common Unit, together with a corresponding share of Class B Common Stock, is redeemable on a one-for-one basis for a share of Class A Common Stock pursuant to the Issuer's organizational documents and exchange agreement.

The reported transaction represents an administrative conversion effected through the redemption of Common Units and corresponding cancellation of Class B Common Stock in exchange for Class A Common Stock. No shares were sold in connection with this transaction, and the Reporting Person did not receive any cash proceeds. The Reporting Person's aggregate economic and beneficial ownership, voting power, and percentage ownership of the Issuer remain unchanged following the transaction, except for the change in share class designation. No shares were sold or are intended to be sold in connection with this transaction. The conversion was undertaken for long-term structural and administrative planning purposes and was not effected pursuant to any plan or arrangement to dispose of shares.

In connection with the closing of the business combination between EQ Acquisition Corp. and LGM Enterprise, LLC ("LGM") on December 27, 2023, each existing common unit previously issued by LGM was reclassified and reissued into new Common Units on a one-for-one basis, together with an equivalent number of Class B Common Stock of the Issuer. Each Common Unit, together with a corresponding share of Class B Common Stock, is redeemable on a one-for-one basis for a share of Class A Common Stock pursuant to the Issuer's organizational documents and exchange agreement.

The reported transaction represents an administrative conversion effected through the redemption of Common Units and corresponding cancellation of Class B Common Stock in exchange for Class A Common Stock. No shares were sold in connection with this transaction, and the Reporting Person did not receive any cash proceeds. The Reporting Person's aggregate economic and beneficial ownership, voting power, and percentage ownership of the Issuer remain unchanged following the transaction, except for the change in share class designation. No shares were sold or are intended to be sold in connection with this transaction. The conversion was undertaken for long-term structural and administrative planning purposes and was not effected pursuant to any plan or arrangement to dispose of shares.

In connection with the closing of the business combination between EQ Acquisition Corp. and LGM Enterprise, LLC ("LGM") on December 27, 2023, each existing common unit previously issued by LGM was reclassified and reissued into new Common Units on a one-for-one basis, together with an equivalent number of Class B Common Stock of the Issuer. Each Common Unit, together with a corresponding share of Class B Common Stock, is redeemable on a one-for-one basis for a share of Class A Common Stock pursuant to the Issuer's organizational documents and exchange agreement.

The reported transaction represents an administrative conversion effected through the redemption of Common Units and corresponding cancellation of Class B Common Stock in exchange for Class A Common Stock. No shares were sold in connection with this transaction, and the Reporting Person did not receive any cash proceeds. The Reporting Person's aggregate economic and beneficial ownership, voting power, and percentage ownership of the Issuer remain unchanged following the transaction, except for the change in share class designation. No shares were sold or are intended to be sold in connection with this transaction. The conversion was undertaken for long-term structural and administrative planning purposes and was not effected pursuant to any plan or arrangement to dispose of shares.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025.

Held by EnTrust. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust, and may be deemed to be the beneficial owner of such shares held by EnTrust. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 3) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025.

Held by EnTrust. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust, and may be deemed to be the beneficial owner of such shares held by EnTrust. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 3) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

The stock option was granted on September 26, 2025. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

The stock option was granted on September 26, 2025. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

The stock option was granted on September 26, 2025. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 2) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 2) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Reflects the weighted average price of 20,005 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 26, 2025 with purchase prices ranging from $0.165 to $0.170 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 5) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Reflects the weighted average price of 109,996 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 25, 2025 with purchase prices ranging from $0.150 to $0.160 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 5) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Reflects the weighted average price of 60,091 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 22, 2025 with purchase prices ranging from $0.145 to $0.160 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 5) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Reflects the weighted average price of 336,628 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 20, 2025 with purchase prices ranging from $0.130 to $0.150 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 4) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Reflects the weighted average price of 8,211 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 19, 2025 with purchase prices ranging from $0.123 to $0.130 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 4) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 4) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") has a stated value of $1,000 and as of the date hereof is convertible into 200 shares of the Issuer's Common Stock, which such rate may differ over time. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 in accordance with the terms of the Certificate of Designation for the Series B Preferred Stock and the Securities Purchase Agreement (defined below).

The derivative securities were purchased pursuant to the Securities Purchase Agreement for $4,227,040.06, which was paid by satisfaction of an outstanding note.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 4) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

The derivative securities were purchased pursuant to the Securities Purchase Agreement for $4,227,040.06, which was paid by satisfaction of an outstanding note.

On March 21, 2025, EG Sponsor LLC ("EG Sponsor") entered into a Securities Purchase Agreement with the Issuer ("Securities Purchase Agreement") whereby (i) Sponsor purchased 4,227 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 1,268,100 shares of Common Stock.

Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

(Continued from footnote 4) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

The derivative securities were purchased pursuant to the Securities Purchase Agreement for $5,000,000.

The warrant may be exercised in whole or in part during the exercise period with respect to a number of a shares of Common Stock. The warrant is exercisable as of the date of issuance up until the fifth anniversary of its issuance.

On August 8, 2024, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") entered into a Securities Purchase Agreement with the Issuer ("Securities Purchase Agreement") whereby (i) EnTrust purchased 20,408 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 4,000,000 shares of Common Stock and (ii) EG Sponsor irrevocably committed, at a date no later than August 15, 2024, to purchase 5,102 shares of Series B Preferred Stock, together with a warrant to purchase 1,000,000 shares of Common Stock.

Held by EG Sponsor. EnTrust Global Management GP LLC is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by EG Sponsor and may be deemed to have shared beneficial ownership (along with GH Onshore GP LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the managing member of EnTrust Global Management GP LLC, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor. Each of EnTrust Global Management GP LLC, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

(Continued from footnote 6) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, , directly or indirectly.

The derivative securities were purchased pursuant to the Securities Purchase Agreement for $20,000,000.

On August 8, 2024, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") entered into a Securities Purchase Agreement with the Issuer ("Securities Purchase Agreement") whereby (i) EnTrust purchased 20,408 shares of Series B Convertible Preferred Stock, together with a warrant to purchase 4,000,000 shares of Common Stock and (ii) EG Sponsor irrevocably committed, at a date no later than August 15, 2024, to purchase 5,102 shares of Series B Preferred Stock, together with a warrant to purchase 1,000,000 shares of Common Stock.

Held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") has a stated value of $1,000 and as of the date hereof is convertible into 200 shares of the Issuer's Common Stock, which such rate may differ over time. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 in accordance with the terms of the Certificate of Designation for the Series B Preferred Stock and the Securities Purchase Agreement (defined below).

The derivative securities were purchased pursuant to the Securities Purchase Agreement for $5,000,000.

Held by EG Sponsor. EnTrust Global Management GP LLC is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by EG Sponsor and may be deemed to have shared beneficial ownership (along with GH Onshore GP LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the sole and managing member of GH Onshore GP LLC, which is the managing member of EnTrust Global Management GP LLC, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor. Each of EnTrust Global Management GP LLC, GH Onshore GP LLC and Gregg Hymowitz disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

(Continued from footnote 6) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, , directly or indirectly.

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") has a stated value of $1,000 and as of the date hereof is convertible into 200 shares of the Issuer's Common Stock, which such rate may differ over time. The Series B Preferred Stock will automatically convert into Common Stock on the earlier of (i) December 31, 2025 and (ii) the closing date of a subsequent capital raise in excess of $25,000,000 in accordance with the terms of the Certificate of Designation for the Series B Preferred Stock and the Securities Purchase Agreement (defined below).

The derivative securities were purchased pursuant to the Securities Purchase Agreement for $20,000,000.

Held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

On March 4, 2024, EnTrust Emerald (Cayman) LP purchased 25,000 shares of Series A Non-Convertible Redeemed Preferred Stock, par value $0,0001 per share, together with a warrant to purchase a number of a shares of Common Stock equal to 1.5% of the Company's outstanding shares of Common Stock on a fully diluted basis as of the trading day prior to the delivery of the exercise notice (subject to the cap and other limitations discussed in Note 3, below), for a total purchase price of $25,000,000.

Held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

The warrant may be exercised in whole or in part during the exercise period with respect to a number of a shares of Common Stock equal to 1.5% of the Company's outstanding shares of Common Stock on a fully diluted basis as of the trading day immediately prior to the date of delivery of a notice of exercise. The warrant is not exercisable until the second anniversary of its issuance at which time it may be exercised for up to one half of the shares. The warrant may be exercised for the remaining shares on and after the third anniversary of its issuance. The warrant may not be exercised for a number of shares having an aggregate value in excess of $11,250,000, calculated in accordance with the terms of the warrant.

On March 4, 2024, EnTrust Emerald (Cayman) LP purchased 25,000 shares of Series A Non-Convertible Redeemed Preferred Stock, par value $0,0001 per share, together with a warrant to purchase a number of a shares of Common Stock equal to 1.5% of the Company's outstanding shares of Common Stock on a fully diluted basis as of the trading day prior to the delivery of the exercise notice (subject to the cap and other limitations discussed in Note 3, below), for a total purchase price of $25,000,000.

Held by EnTrust Emerald (Cayman) LP. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust Emerald (Cayman) LP, and may be deemed to be the beneficial owner of such shares held by EnTrust Emerald (Cayman) LP. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.