(i) | 8,337,500 shares of Class A Common Stock held by the Sponsors of Digital Transformation Opportunities Corp. (“DTOC”) (such shares, the “Founder Shares”) which were issued upon the conversion of the Founder Shares, which includes up to 2,918,125 shares of Class A Common Stock (that may be issued from time to time upon achievement of certain stock price thresholds) to affiliates of the Company in connection with the earnout provisions set forth in the Sponsor Support Agreement (the “Earnout Shares”). The Sponsor paid approximately $0.003 per share for such shares of Class A Common Stock. |
(ii) | 28,109,796 shares of the Class A Common Stock issued in connection with the exchange or redemption of AON LLC Common Units (“Common Units”) and Class B Common Stock issued or Warrants to convert into Class B Common Stock pursuant to the terms of AON LLC’s Amended and Restated LLC Agreement or Amended and Restated Company Certificate of Incorporation, as applicable (collectively, the “Exchange Shares”). AON LLC equityholders exchanged their AON LLC membership units at the ratio set forth in the Business Combination Agreement, which valued the Class A Common Stock at $10.00 per share |
(iii) | up to 8,601,203 shares of Class A Common Stock that may be issued from time to time upon conversion of Series A Preferred Stock including up to 1,949,593 shares of Class A Common Stock that may be issuable pursuant to non-cash dividends that may accrue on the shares of Series A Preferred Stock. As of the date of this prospectus, the Series A Preferred Stock is convertible into Class A Common Stock at an exchange price of $10.00 per share. |
(iv) | 6,113,333 private placement warrants each exercisable by the Sponsors and their permitted transferees for one share of Class A Common Stock at an exercise price of $11.50 per share. The Sponsor purchased the private placement warrants at a price of $1.50 per private placement warrant in a private placement simultaneously with the consummation of DTOC’s IPO. |
(v) | 6,113,333 shares of Class A Common Stock underlying the private placements warrants. If exercised, the holders of the private placement warrants will be required to exercise the private warrants at an exercise price of $11.50. |