MIAC · Meridian3 Industrials Acquisition Corp

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to Faramaraz Jeremey Mistry. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry.

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to David Robert Bulley. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and David Robert Bulley

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to a securities assignment agreement between the Reporting Person and the Sponsor, the Sponsor transferred 396,875 Class B Shares each to the Reporting Person and to David Robert Bulley for a purchase price of $0.005 per share at IPO. The total 793,750 Class B Shares are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and David Robert Bulley.

The Reporting Person beneficially holds 793,750 Class B Shares and 250,000 Private Placement Warrants by virtue of their joint control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person also holds 25,000 Class B Shares, previously reported on Form 3, directly in their own name.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to Faramaraz Jeremey Mistry. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry.

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person beneficially holds 793,750 Class B Shares and 250,000 Private Placement Warrants by virtue of their joint control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person also holds 25,000 Class B Shares, previously reported on Form 3, directly in their own name.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to Faramaraz Jeremey Mistry. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry.

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Same warrant terms as individual filers.

The Sponsor purchased 3,750,000 Private Placement Warrants at $1.00 per warrant in a private placement that closed simultaneously with the IPO, and transferred 750,000 of those warrants to the sponsor team members at closing at the same price.

Jeremey Mistry and David Bulley share control over the managing member of the Sponsor (Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP) and therefore, indirectly, the Sponsor, and as a result each may be deemed to beneficially own the securities reported herein. Each of Messrs. Mistry and Bulley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC (the "Sponsor"), upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares to the Reporting Person for a purchase price of $0.005 per share.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to securities assignment agreements between Meridian3 Partners Sponsor LLC (the "Sponsor") and each of the sponsor team members, the Sponsor transferred an aggregate of 2,381,250 Class B Shares to the sponsor team members upon the closing of the Issuer's initial public offering (the "IPO") at $0.005 per share.

The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Same warrant terms as individual filers.

The Sponsor purchased 3,750,000 Private Placement Warrants at $1.00 per warrant in a private placement that closed simultaneously with the IPO, and transferred 750,000 of those warrants to the sponsor team members at closing at the same price.

Jeremey Mistry and David Bulley share control over the managing member of the Sponsor (Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP) and therefore, indirectly, the Sponsor, and as a result each may be deemed to beneficially own the securities reported herein. Each of Messrs. Mistry and Bulley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants to the Reporting Person.

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to securities assignment agreements between the Sponsor and each of the sponsor team members, the Sponsor transferred an aggregate of 2,381,250 Class B Shares to the sponsor team members at IPO closing at $0.005 per share. The Sponsor also agreed to transfer an additional aggregate of 50,000 Class B Shares to Sir Ralf Speth and Dr. Stefan Berger (25,000 each) upon completion of the initial business combination; the Sponsor retains beneficial ownership of those shares pending such completion.

Jeremey Mistry and David Bulley share control over the managing member of the Sponsor (Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP) and therefore, indirectly, the Sponsor, and as a result each may be deemed to beneficially own the securities reported herein. Each of Messrs. Mistry and Bulley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to securities assignment agreements between Meridian3 Partners Sponsor LLC (the "Sponsor") and each of the sponsor team members, the Sponsor transferred an aggregate of 2,381,250 Class B Shares to the sponsor team members upon the closing of the Issuer's initial public offering (the "IPO") at $0.005 per share.

The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants to the Reporting Person.

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to David Robert Bulley. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and David Robert Bulley

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person may be deemed to be the beneficial owner of the securities by virtue of their control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination, or earlier upon redemption, or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants each to the Reporting Person and to David Robert Bulley. The total 250,000 Private Placement Warrants are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and David Robert Bulley

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person beneficially holds 793,750 Class B Shares and 250,000 Private Placement Warrants by virtue of their joint control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person also holds 25,000 Class B Shares, previously reported on Form 3, directly in their own name.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to a securities assignment agreement between the Reporting Person and the Sponsor, the Sponsor transferred 396,875 Class B Shares each to the Reporting Person and to Faramaraz Jeremey Mistry for a purchase price of $0.005 per share at IPO. The total 793,750 Class B Shares are held through the entity Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is jointly controlled by the Reporting Person and Faramaraz Jeremey Mistry.

The Reporting Person beneficially holds 793,750 Class B Shares and 250,000 Private Placement Warrants by virtue of their joint control of Meridian3 Capital SPC - Meridian3 Industrials Acquisition SP, which is the sole managing member of the Sponsor. The Reporting Person also holds 25,000 Class B Shares, previously reported on Form 3, directly in their own name.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC (the "Sponsor"), upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares to the Reporting Person for a purchase price of $0.005 per share.

The Reporting Person beneficially holds 396,875 Class B Shares and 125,000 Private Placement Warrants through a trust, the Foster Family Revocable Living Trust, and 25,000 Class B Shares previously reported on Form 3 directly in their own name.

Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the registration statement of the Issuer. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Pursuant to a warrant assignment agreement between the Reporting Person and the Sponsor, upon the closing of the IPO, the Sponsor transferred 125,000 Private Placement Warrants to the Reporting Person.

The Sponsor purchased the Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO. The price reported reflects the per-warrant purchase price paid by the Sponsor, which is the price at which the warrants were transferred to the Reporting Person.

The Reporting Person beneficially holds 396,875 Class B Shares and 125,000 Private Placement Warrants through a trust, the Foster Family Revocable Living Trust, and 25,000 Class B Shares previously reported on Form 3 directly in their own name.

The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares"), have no expiration date and are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and will otherwise automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis.

Pursuant to a securities assignment agreement between the Reporting Person and Meridian3 Partners Sponsor LLC (the "Sponsor"), upon the closing of the Issuer's initial public offering (the "IPO"), the Sponsor transferred 396,875 Class B Shares to the Reporting Person for a purchase price of $0.005 per share.