XBPEW · XBP Global Holdings, Inc. · Insider Trading

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2027.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10 (the "Reverse Split"), resulting in a decrease of 185,272 shares in the reporting person's ownership of common stock. Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2027.

Includes Restricted Stock Units previously granted to the Reporting Person under the Company's 2024 Stock Incentive Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended (the "Plan"). The RSUs are scheduled to vest in full on August 1, 2027 subject to the terms of the Plan. Each RSU represents the right to receive one share of the Issuer's common stock on vesting.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10 (the "Reverse Split"), resulting in a decrease of 221,562 shares in the reporting person's ownership of common stock. Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2027.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10 (the "Reverse Split"), resulting in a decrease of 396,644 shares in the reporting person's ownership of common stock. Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2027.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10 (the "Reverse Split"), resulting in a decrease of 185,272 shares in the reporting person's ownership of common stock. Includes RSUs previously granted to the Reporting Person under the Plan.

The shares of common stock reported herein were purchased by the Reporting Person pursuant to a Securities Purchase Agreement, dated September 11, 2026, by and between the Issuer and the Reporting Person (the "PIPE Transaction"). The PIPE Transaction closed on September 15, 2026.

The shares of common stock reported herein were purchased by the Reporting Person pursuant to a Securities Purchase Agreement, dated September 11, 2026, by and between the Issuer and the Reporting Person (the "PIPE Transaction"). The PIPE Transaction closed on September 15, 2026.

The shares of common stock reported herein were purchased pursuant to a Securities Purchase Agreement, dated September 11, 2026 (the "PIPE Transaction"). The PIPE Transaction closed on September 15, 2026.

Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

On September 15, 2026, each of Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (collectively, the "Avenue Funds") acquired shares of Common Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement, dated as of September 11, 2026, by and between the Issuer and the applicable Avenue Fund, at a purchase price of $2.83 per share.

Held directly by Avenue Global Opportunities Master Fund LP ("Global Opportunities Fund"). Avenue Global Opportunities GenPar Holdings Ltd ("Global Opportunities GP") is the general partner of Global Opportunities Fund. Avenue Global Opportunities GenPar, LLC ("Opportunities GenPar") is the sole shareholder of Global Opportunities GP. Capital Management II is a registered investment adviser and is the manager of Global Opportunities Fund. Global Opportunities GP has delegated all management authority over securities held by Global Opportunities Fund to Capital Management II and therefore, Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Opportunities Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. Global Opportunities GP and Opportunities GenPar disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.

Marc Lasry is the managing member of Opportunities GenPar, and a founder of Avenue Capital Group, a global investment firm. Mr. Lasry does not have voting or dispositive power over securities held by the Funds and disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein.

On September 15, 2026, each of Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (collectively, the "Avenue Funds") acquired shares of Common Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement, dated as of September 11, 2026, by and between the Issuer and the applicable Avenue Fund, at a purchase price of $2.83 per share.

Held directly by Avenue Global Dislocation Opportunities Fund, L.P. ("Global Dislocation Fund"). Avenue Global Dislocation Opportunities GenPar, LLC ("Dislocation Opportunities GP") is the general partner of Global Dislocation Fund. GL Global Dislocation Opportunities Partners, LLC ("Dislocation Opportunities Partners") is the managing member of Dislocation Opportunities GP. Avenue Capital Management II, L.P. ("Capital Management II") is a registered investment adviser and is the manager of Global Dislocation Fund. Dislocation Opportunities GP has delegated all management authority over securities held by Global Dislocation Fund to Capital Management II and therefore,

(Continued from footnote 3) Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Dislocation Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. Dislocation Opportunities GP and Dislocation Opportunities Partners disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.

Marc Lasry is the managing member of RP Partners and Dislocation Opportunities Partners, and a founder of Avenue Capital Group, a global investment firm. Mr. Lasry does not have voting or dispositive power over securities held by the Funds and disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein.

On September 15, 2026, each of Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (collectively, the "Avenue Funds") acquired shares of Common Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement, dated as of September 11, 2026, by and between the Issuer and the applicable Avenue Fund, at a purchase price of $2.83 per share.

Held directly by Avenue RP Opportunities Fund, L.P. ("RP Opportunities Fund"). Avenue RP Opportunities Fund GenPar, LLC ("RP Opportunities GP") is the general partner of RP Opportunities Fund. GL RP Partners, LLC ("RP Partners") is the managing member of RP Opportunities GP. Avenue Europe International Management, L.P. is a registered investment adviser and is the manager ("Europe International Manager") of RP Opportunities Fund. RP Opportunities GP has delegated all management authority over securities held by RP Opportunities Fund to Europe International Manager and therefore, Europe International Manager has sole voting and dispositive power over all securities of Issuer held by RP Opportunities Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. RP Opportunities GP and RP Partners disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.

Marc Lasry is the managing member of RP Partners and Dislocation Opportunities Partners, and a founder of Avenue Capital Group, a global investment firm. Mr. Lasry does not have voting or dispositive power over securities held by the Funds and disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $2.17 to $2.65, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 135,000 shares in the reporting person's ownership of common stock.

Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 1,468,800 shares in the reporting person's ownership of common stock.

Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 501,674 shares in the reporting person's ownership of common stock.

Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.

On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 896,877 shares in the reporting person's ownership of common stock.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). CFLP is the sole member of CFAC Holdings VIII, LLC ("CFAC"). CFAC directly owns (a) 6,064,404 shares of common stock and (b) 385,000 shares of common stock underlying an equal number of warrants to purchase shares of common stock which are exercisable within 60 days. Following the closing of the transaction, the reporting person no longer has beneficial ownership of the shares of common stock owned by CFAC. The aggregate sale price of the voting shares of CFGM was $200,000.

CFAC is the record holder of the shares reported herein. CFLP is the sole member of CFAC. CFGM is the managing general partner of CFLP. The reporting person was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). The reporting person disclaims beneficial ownership of all securities held by CFAC in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). CFLP is the sole member of CFAC Holdings VIII, LLC ("CFAC"). CFAC directly owns (a) 6,064,404 shares of common stock and (b) 385,000 shares of common stock underlying an equal number of warrants to purchase shares of common stock which are exercisable within 60 days. Following the closing of the transaction, the reporting person no longer has beneficial ownership of the shares of common stock owned by CFAC. The aggregate sale price of the voting shares of CFGM was $200,000.

CFAC is the record holder of the shares reported herein. CFLP is the sole member of CFAC. CFGM is the managing general partner of CFLP. The reporting person was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). The reporting person disclaims beneficial ownership of all securities held by CFAC in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended (the "Plan"). The RSUs are scheduled to vest in full on September 24, 2026 subject to the terms of the Plan. Each RSU represents the right to receive one share of the Issuer's common stock on vesting.

Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended (the "Plan"). The RSUs are scheduled to vest in full on September 24, 2026 subject to the terms of the Plan. Each RSU represents the right to receive one share of the Issuer's common stock on vesting.

Includes RSUs previously granted to the Reporting Person under the Plan.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.595 to $0.605, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

The price reported in Column 4 is a weighted average price. These shares of common stock, $0.0001 par value (the "Common Stock"), were purchased in multiple transactions at prices ranging from $0.5474 to $0.65, inclusive. The reporting person undertakes to provide to XBP Global Holdings, Inc. ("XBP"), any security holder of XBP, 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 ranges set forth in this footnote. The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.5050 to $0.5500, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.6158 to $0.6500, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

Reflects shares of common stock, $0.0001 par value (the "Common Stock"), of XBP Europe Holdings, Inc. and warrants to purchase Common Stock received by certain wholly owned subsidiaries of Exela Technologies, Inc. ("Exela") in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of Exela, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions"). The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

On the effective date of the Restructuring Transactions, the closing price of the Common Stock was $0.90 per share.

The reporting person is the Executive Chairman, a director and the controlling shareholder of Exela. The reporting person's holdings in Exela are held by certain entities controlled by the reporting person.

Reflects shares of common stock, $0.0001 par value (the "Common Stock"), of XBP Europe Holdings, Inc. and warrants to purchase Common Stock received by certain wholly owned subsidiaries of Exela Technologies, Inc. ("Exela") in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of Exela, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions"). The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

On the effective date of the Restructuring Transactions, the closing price of the Common Stock was $0.90 per share.

Reflects shares of Common Stock received in the Restructuring Transactions by an entity controlled by the reporting person.

Reflects shares of common stock, $0.0001 par value (the "Common Stock"), of XBP Europe Holdings, Inc. and warrants to purchase Common Stock received by certain wholly owned subsidiaries of Exela Technologies, Inc. ("Exela") in accordance with an amended plan of reorganization effectuated under voluntary cases, filed by certain entities that were direct or indirect subsidiaries of Exela, under chapter 11 of title 11 of the United States Code, ss.ss. 101-1532, as amended, in the United States Bankruptcy Court for the Southern District of Texas, under Case No 25-90023 [Docket No. 826] (the "Restructuring Transactions"). The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

On the effective date of the Restructuring Transactions, the closing price of the Common Stock was $0.90 per share.

The reporting person is the Executive Chairman, a director and the controlling shareholder of Exela. The reporting person's holdings in Exela are held by certain entities controlled by the reporting person.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on February 13, 2026; one-third of such RSUs vesting on February 13, 2027; and the final one-third of such RSUs vesting on February 13, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the "Plan"). The RSUs granted under the Plan will vest in full on the first anniversary of the grant date.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the "Plan"). The RSUs granted under the Plan will vest in full on the first anniversary of the grant date.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (the "Plan"). The RSUs granted under the Plan will vest in full on the first anniversary of the grant date.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on February 13, 2026; one-third of such RSUs vesting on February 13, 2027; and the final one-third of such RSUs vesting on February 13, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on February 13, 2026; one-third of such RSUs vesting on February 13, 2027; and the final one-third of such RSUs vesting on February 13, 2028. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan (the "Plan"). Although RSU's granted under the Plan generally require a minimum of one year to vest, the RSU's disclosed on this Form 4 will vest on January 1, 2025, as allowed for under the Plan's exception for allowing up to 5% of the aggregate number of common shares that may be delivered pursuant to awards granted under the Plan to have a vesting period of less than one year.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan. RSUs vest over three years, with one-third of such RSUs vesting on June 14, 2025; one-third of such RSUs vesting on April 30, 2026; and the final one-third of such RSUs vesting on April 30, 2027. RSUs are payable in stock only.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan (the "Plan"). Although RSU's granted under the Plan generally require a minimum of one year to vest, the RSU's disclosed on this Form 4 will vest on January 1, 2025, as allowed for under the Plan's exception for allowing up to 5% of the aggregate number of common shares that may be delivered pursuant to awards granted under the Plan to have a vesting period of less than one year.

Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the XBP Europe Holdings Inc. 2024 Stock Incentive Plan (the "Plan"). Although RSU's granted under the Plan generally require a minimum of one year to vest, the RSU's disclosed on this Form 4 will vest on January 1, 2025, as allowed for under the Plan's exception for allowing up to 5% of the aggregate number of common shares that may be delivered pursuant to awards granted under the Plan to have a vesting period of less than one year.

Represents a bona fide gift of shares of XBP Europe Holdings, Inc. common stock, par value $0.0001 per share, by CFAC on behalf of Cantor Fitzgerald, L.P. ("Cantor") to a non-profit organization.

CFAC is the record holder of the shares reported herein. Cantor is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or 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 shares of common stock sold hereunder were acquired by CFAC Holdings VIII, LLC ("CFAC") pursuant to an authorization by the issuer's Audit Committee and Board of Directors pursuant to Rule 16b-3(d) of the Exchange Act.

The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.94, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

CFAC is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or 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 shares of common stock sold hereunder were acquired by CFAC Holdings VIII, LLC ("CFAC") pursuant to an authorization by the issuer's Audit Committee and Board of Directors pursuant to Rule 16b-3(d) of the Exchange Act.

The price reported represents the weighted average price of such securities sold. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.90, inclusive. CFAC undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

CFAC is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("Cantor") is the sole member of CFAC. CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor. Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and is the trustee of CFGM's sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFAC. Each such entity or 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.