PROPOSAL 3 AMENDMENT AND RESTATEMENT OF THE 2021 STOCK INCENTIVE PLAN The Board of Directors is requesting that the Company’s stockholders approve the Company’s Amended and Restated 2021 Stock Incentive Plan (as amended and restated, the “A&R 2021 Plan”) at the Annual Meeting. The 2021 Plan was initially adopted in connection with the Company’s initial public offering in 2021. On June 27, 2023, the Board, upon the recommendation of the compensation committee, approved the amendment and restatement of the 2021 Plan, subject to stockholder approval. The A&R 2021 Plan provides for the reservation of an additional 1,500,000 shares of Class A common stock to be available for issuance under the 2021 Plan, and otherwise contains no changes to the existing 2021 Plan. The 1,500,000 shares of Class A common stock to be reserved for issuance under the A&R 2021 Plan represent approximately 21% of the total outstanding shares of Class A common stock as of June 20, 2023 on a fully converted basis. The Board believes that approving the A&R 2021 Plan is in the best interest of the stockholders. The proposed 1,500,000 additional shares of Class A common stock to be included in the A&R 2021 Plan at the Annual Meeting provide the Company with the continued ability to grant a variety of equity awards to help attract, motivate and retain executive officers, directors and employees of the Company. If the stockholders approve the A&R the 2021 Plan at the Annual Meeting, the amendment will be effective as of the date of the Annual Meeting. The purpose of the A&R 2021 Plan is to promote the success and enhance the value of the Company by aligning the financial interests of the executive officers, employees and members of the Board with those of stockholders and by providing these individuals with an incentive to work to enhance stockholder value. The A&R 2021 Plan also provides an incentive for executive officers, directors and employees to create stockholder value over the long term, since the full value of their compensation package cannot be realized unless an appreciation in the price of the Company’s Class A common stock occurs over a number of years. The A&R 2021 Plan is also intended to provide the Company with flexibility in creating ways to attract, motivate, and retain the services of its executive officers, directors and employees. As explained in greater detail in the “Executive Compensation” section of this Proxy Statement, the Company grants its executive officers and employees equity participation in the Company. The 2021 Plan provides executive officers, directors and employees with opportunities to obtain shares in the Company pursuant to the vesting of restricted stock units (“RSUs”). Neither the Board nor the compensation committee has retained any consultant to provide any analysis or opinion in connection with the amendment and restatement of the 2021 Plan. In order to continue to make grants in accordance with the compensation philosophy adopted by the Board and the compensation committee, the Board has approved and is requesting the stockholders to approve the A&R 2021 Plan. The Board believes that the availability of such equity incentives has served, and will continue to serve, an important part in the implementation of the Company’s growth strategy. If this Proposal 3 receives requisite stockholder approval, the Company intends to register the shares of Class A common stock available for issuance under the A&R 2021 Plan on a registration statement on Form S-8 under the Securities Act of 1933, as amended, as soon as reasonably practicable following receipt of approval. A copy of the A&R 2021 Plan is attached to this Proxy Statement as Appendix A (with deleted text stricken and added text bold and underlined), and a summary of the A&R 2021 Plan is set forth below. This summary is qualified in its entirety by reference to the A&R 2021 Plan. Stockholders are urged to read the actual text of the A&R 2021 Plan. 21
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