PROK · Prokidney Corp. · Insider Trading

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.47, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.47, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.50, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.50, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.345 to $1.40, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.345 to $1.40, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The shares of Class B Common Stock and the Common Units in ProKidney Holdings LLC (a "Common Unit") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Amended and Restated Exchange Agreement, dated as of July 1, 2025, and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC, each share of Class B Common Stock, together with a paired Common Unit, may be exchanged for a share of Class A Common stock on a one-for-one basis.

The shares of Class B Common Stock were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The shares of Class B Common Stock do not expire.

The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.

The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.

The shares of Class B Common Stock and the Common Units in ProKidney Holdings LLC (a "Common Unit") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Amended and Restated Exchange Agreement, dated as of July 1, 2025, and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC, each share of Class B Common Stock, together with a paired Common Unit, may be exchanged for a share of Class A Common stock on a one-for-one basis.

The shares of Class B Common Stock were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The shares of Class B Common Stock do not expire.

The option vests 25% on 1st anniversary of July 1, 2026 and the remaining 75% vests in substantially equal monthly installments for 36 months thereafter, subject to continued employment.

The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.

The Class B Common Stock and the Common Units in ProKidney Holdings LLC (a "Common Unit") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Amended and Restated Exchange Agreement, dated as of July 1, 2025, and and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC, each Class B Common Stock, together with a paired Common Unit, may be exchanged for Class A Common stock on a one-for-one basis.

The Class B Common Stock were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Common Stock do not expire.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares.

The Form 4 filed by the reporting person on March 16, 2024 and prior to the date hereof inadvertently aggregated 63,118,645 Paired Interests in Table I.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement, each Class B Common Share, together with a paired Common Unit, may be exchanged for a Class A Common Share on a one-for-one basis.

Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares.

The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement, each Class B Common Share, together with a paired Common Unit, may be exchanged for a Class A Common Share on a one-for-one basis.

Prior to April 28, 2026 (the "Transaction Date"), the reporting persons beneficially owned 63,118,645 Class B Common Shares, $0.0001 par value per share (the "Class B Common Shares") of ProKidney Corp. (the "Issuer"), each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement (the "Exchange Agreement") and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, be exchanged, together with the paired common unit (a "Common Unit," and together with the Class B Common Shares, the "Paired Interests") in ProKidney Holdings, LLC ( "ProKidney LLC"), for a Class A Common Share on a one-for-one basis. Prior to the Transaction Date, the reporting person owned 63,118,645 Paired Interests. On the Transaction Date, the reporting person exchanged 63,118,645 Paired Interests for 63,118,645 Class A Common Shares.

The Class B Common Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Common Shares do not expire.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

The option vests in substantially equal monthly installments over the four year period beginning on March 1, 2026.

The option vests in substantially equal monthly installments over the four year period beginning on March 1, 2026.

The option vests in substantially equal monthly installments over the four year period beginning on March 1, 2026.

The option vests in substantially equal monthly installments over the four year period beginning on March 1, 2026.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.66, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.66, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.88, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.88, inclusive. The reporting person undertakes to provide to ProKidney Corp., any security holder of ProKidney Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The reported sale of stock occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 15, 2025.

The Class B Ordinary Shares and the Common Units in ProKidney LP (the "Common Units") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement, each Class B Ordinary Share, together with a paired Common Unit, may be exchanged for a Class A Ordinary Share on a one-for-one basis.

The Class B Ordinary Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Ordinary Shares do not expire.

Represents equity interests held by Tolerantia, which is an affiliate controlled and majority owned by Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the equity interests held by Tolerantia. Mr. Legorreta disclaims beneficial ownership of the equity interests held by Tolerantia except to the extent of his indirect pecuniary interest therein.

Represents equity interests held by Tolerantia, which is an affiliate controlled and majority owned by Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the equity interests held by Tolerantia. Mr. Legorreta disclaims beneficial ownership of the equity interests held by Tolerantia except to the extent of his indirect pecuniary interest therein.

Prior to June 3, 2025 (the "Transaction Date"), Tolerantia held 88,107,426 Common Units in ProKidney and an equal number of Class B Ordinary Shares (the "Paired Interests"), 84,160,537 of which were held by Nefro Health, an Irish partnership that is an affiliate controlled and majority-owned by Mr. Pablo Legorreta, and 3,946,889 of which were held by other investors which are unaffiliated with Mr. Legorreta (the "Unaffiliated Investors"). On the Transaction Date, Tolerantia exchanged 3,823,996 of the 3,946,889 Paired Interests attributable to the interests of the Unaffiliated Investors in Tolerantia for 3,823,996 Class A Ordinary Shares, which it subsequently distributed in-kind pro rata for no consideration to the Unaffiliated Investors.

Represents equity interests held by Tolerantia, which is an affiliate controlled and majority owned by Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the equity interests held by Tolerantia. Mr. Legorreta disclaims beneficial ownership of the equity interests held by Tolerantia except to the extent of his indirect pecuniary interest therein.

The Class B Ordinary Shares and the Common Units in ProKidney LP (the "Common Units") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement, each Class B Ordinary Share, together with a paired Common Unit, may be exchanged for a Class A Ordinary Share on a one-for-one basis.

The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire.

Represents equity interests held by Tolerantia, which is an affiliate controlled and majority owned by Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the equity interests held by Tolerantia. Mr. Legorreta disclaims beneficial ownership of the equity interests held by Tolerantia except to the extent of his indirect pecuniary interest therein.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

These options were granted under the Issuer's non-employee director compensation policy.

The options will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company's next annual general shareholder meeting.

Weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.6832 to $0.73 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (1) to this Form 4.

Includes 63,118,645 Class B Ordinary Shares, $0.0001 par value per share (the "Class B Ordinary Shares"), each of which has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the issuer's Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis. The reporting person beneficially owns 63,118,645 Common Units.

Excludes 6,999,999 Earnout Rights received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"). Pursuant to the earnout provisions of the Business Combination Agreement, the reporting person is entitled to receive earnout restricted Common Units ("Earnout RCUs") and earnout restricted Class B Ordinary Shares ("Earnout RSRs" and together with the Earnout RCS, the "Earnout Rights") that vest in three equal tranches based on the achievement of share price milestones set forth in footnote (8) below. Once vested, the Earnout RCUs will automatically convert into Common Units and the Earnout RSRs will automatically convert into Class B Ordinary Shares, which, as noted in footnote (6) above, may be exchanged for Class A Ordinary Shares at the election of the reporting person.

One-third of the Earnout Rights will vest upon the volume weighted average price ("VWAP") of a Class A Ordinary Share reaching $15.00 per share for any 20 trading days over any consecutive 30 day trading period, an additional one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $20.00 per share for any 20 trading days over any consecutive 30 day trading period and the final one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $25.00 per share for any 20 trading days over any consecutive 30 day trading period, in each case, such share price milestone must be achieved by the fifth anniversary of the closing of the transactions contemplated by the Business Combination Agreement.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

Weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7452 to $0.7479 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (1) to this Form 4.

Includes 63,118,645 Class B Ordinary Shares, $0.0001 par value per share (the "Class B Ordinary Shares"), each of which has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the issuer's Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis. The reporting person beneficially owns 63,118,645 Common Units.

Excludes 6,999,999 Earnout Rights received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"). Pursuant to the earnout provisions of the Business Combination Agreement, the reporting person is entitled to receive earnout restricted Common Units ("Earnout RCUs") and earnout restricted Class B Ordinary Shares ("Earnout RSRs" and together with the Earnout RCS, the "Earnout Rights") that vest in three equal tranches based on the achievement of share price milestones set forth in footnote (8) below. Once vested, the Earnout RCUs will automatically convert into Common Units and the Earnout RSRs will automatically convert into Class B Ordinary Shares, which, as noted in footnote (6) above, may be exchanged for Class A Ordinary Shares at the election of the reporting person.

One-third of the Earnout Rights will vest upon the volume weighted average price ("VWAP") of a Class A Ordinary Share reaching $15.00 per share for any 20 trading days over any consecutive 30 day trading period, an additional one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $20.00 per share for any 20 trading days over any consecutive 30 day trading period and the final one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $25.00 per share for any 20 trading days over any consecutive 30 day trading period, in each case, such share price milestone must be achieved by the fifth anniversary of the closing of the transactions contemplated by the Business Combination Agreement.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

Weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7472 to $0.75 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (1) to this Form 4.

Includes 63,118,645 Class B Ordinary Shares, $0.0001 par value per share (the "Class B Ordinary Shares"), each of which has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the issuer's Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis. The reporting person beneficially owns 63,118,645 Common Units.

Excludes 6,999,999 Earnout Rights received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"). Pursuant to the earnout provisions of the Business Combination Agreement, the reporting person is entitled to receive earnout restricted Common Units ("Earnout RCUs") and earnout restricted Class B Ordinary Shares ("Earnout RSRs" and together with the Earnout RCS, the "Earnout Rights") that vest in three equal tranches based on the achievement of share price milestones set forth in footnote (8) below. Once vested, the Earnout RCUs will automatically convert into Common Units and the Earnout RSRs will automatically convert into Class B Ordinary Shares, which, as noted in footnote (6) above, may be exchanged for Class A Ordinary Shares at the election of the reporting person.

One-third of the Earnout Rights will vest upon the volume weighted average price ("VWAP") of a Class A Ordinary Share reaching $15.00 per share for any 20 trading days over any consecutive 30 day trading period, an additional one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $20.00 per share for any 20 trading days over any consecutive 30 day trading period and the final one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $25.00 per share for any 20 trading days over any consecutive 30 day trading period, in each case, such share price milestone must be achieved by the fifth anniversary of the closing of the transactions contemplated by the Business Combination Agreement.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.

Weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.6702 to $0.70 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares purchased at each separate price within the range set forth in this footnote (2) to this Form 4.

Includes 63,118,645 Class B Ordinary Shares, $0.0001 par value per share (the "Class B Ordinary Shares"), each of which has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the issuer's Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis. The reporting person beneficially owns 63,118,645 Common Units

Excludes 6,999,999 Earnout Rights received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"). Pursuant to the earnout provisions of the Business Combination Agreement, the reporting person is entitled to receive earnout restricted Common Units ("Earnout RCUs") and earnout restricted Class B Ordinary Shares ("Earnout RSRs" and together with the Earnout RCS, the "Earnout Rights") that vest in three equal tranches based on the achievement of share price milestones set forth in footnote (8) below. Once vested, the Earnout RCUs will automatically convert into Common Units and the Earnout RSRs will automatically convert into Class B Ordinary Shares, which, as noted in footnote (6) above, may be exchanged for Class A Ordinary Shares at the election of the reporting person.

One-third of the Earnout Rights will vest upon the volume weighted average price ("VWAP") of a Class A Ordinary Share reaching $15.00 per share for any 20 trading days over any consecutive 30 day trading period, an additional one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $20.00 per share for any 20 trading days over any consecutive 30 day trading period and the final one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $25.00 per share for any 20 trading days over any consecutive 30 day trading period, in each case, such share price milestone must be achieved by the fifth anniversary of the closing of the transactions contemplated by the Business Combination Agreement.

See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.