Footnotes
| ID | footnote |
|---|
| f1 |
these shares of the issuer's class a common stock, par value $0.0001 per share (the "class a shares"), were acquired by the reporting persons, cpg solutions llc ("cpg"), and mr. stiffelman, chief marketing officer of the issuer and a member of the board of managers of cpg, upon the conversion of 25,000 class b units of real good foods, llc (the "class b units"), the successor to the real good food company llc ("rgf, llc"), owned by cpg. concurrent with this conversion of class b units into class a shares, 25,000 shares of the issuer's class b common stock, par value $0.0001 per share (the "class b shares") were forfeited and cancelled. see footnotes (2), (3), and (4). |
| f2 |
in connection with the issuer's initial public offering of the class a shares, the membership interests in rgf, llc held by the members of rgf, llc (each, a "member") converted into class b units, and the issuer issued one class b share for each class b unit held by the members. class b shares are not convertible into any other security of the issuer and confer no economic rights on the holders thereof. |
| f3 |
(continued from footnote 2) except as provided in the issuer's amended and restated certificate of incorporation or as otherwise required by applicable law, holders of class b shares are entitled to one vote per share on all matters to be voted on by holders of the class a shares. see footnote (4) below. |
| f4 |
at cpg's election, the class b units are exchangeable on a one-for-one basis for class a shares, or, at the issuer's election, cash equal to a volume weighted average market price of one class a share for each class b unit so exchanged, in each case subject to the terms of that certain exchange agreement, dated as of november 4, 2021, by and among the issuer, rgf, llc, and the members from time to time parties thereto. upon any exchange, cancellation, or redemption of class b units, one class b share is automatically forfeited and cancelled for each class b unit so exchanged, cancelled, or redeemed. there is no specified exercise date associated with the class b units and the class b units do not expire. |
| f5 |
reflects shares owned directly by cpg. mr. stiffelman, as a member of the board of managers of cpg, has shared voting and dispositive power over these shares, but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| f6 |
this price reflects the weighted average price at which these shares were sold. the shares were sold in multiple transactions at prices ranging from $7.20 to $7.31, inclusive. the reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission (the "sec"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| f7 |
this price reflects the weighted average price at which these shares were sold. the shares were sold in multiple transactions at prices ranging from $6.75 to $7.16, inclusive. the reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the sec, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| f8 |
this price reflects the weighted average price at which these shares were sold. the shares were sold in multiple transactions at prices ranging from $6.70 to $6.99, inclusive. the reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the sec, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
