YA II PN, LTD - SPA - The price for shares sold to YA II PN, LTD under the Standby Equity Purchase Agreement (SEPA) is determined by one of two pricing options chosen by the company. Pricing Option 1 allows the company to sell shares at 95% of the average Volume Weighted Average Price (VWAP) of the Class A Common Stock during a specified period, while Pricing Option 2 allows sales at 96% of the lowest daily VWAP over three consecutive trading days. The number of shares sold is subject to certain limitations, including a cap that prevents Yorkville and its affiliates from owning more than 9.99% of the total outstanding shares of Class A Common Stock at any given time. Additionally, the number of shares in each advance can be up to the greater of 10,000 shares or 100% of the average daily trading volume over the five days preceding the advance notice.
