(1)
Represents the estimated maximum number of contingent value rights (“CVRs”) issuable pursuant to the merger and is equal to the sum of: (i) 11,305,744, the number of shares of MoneyLion Class A common stock, par value $0.0001 per share (“MoneyLion common stock”), outstanding as of January 27, 2025 (excluding treasury shares), (ii) 9,238, the number of shares of MoneyLion common stock issuable in respect of MoneyLion restricted stock units that are expected to vest in accordance with the terms of the merger agreement, (iii) 159,250, the number of shares of MoneyLion common stock that are expected to be issuable in respect of MoneyLion performance restricted stock units granted pursuant to any of MoneyLion’s stock plans or otherwise outstanding immediately prior to the completion of the merger, (iv) 489,736, the number of shares of MoneyLion common stock issuable upon the exercise of MoneyLion in-the-money option awards to purchase shares of MoneyLion common stock granted pursuant to any of MoneyLion’s stock plans or otherwise, whether vested or unvested, but that are expected to be unexpired, unexercised and outstanding immediately prior to the completion of the merger and (v) 853,333, the number of shares of MoneyLion common stock issuable in respect of 583,333 public warrants shares and 270,000 private placement warrant shares, in each case, that are expected to be outstanding immediately prior to the completion of the merger.