Periscope Capital Inc.

SEC source: 0000950170-24-131471 · ownership.xml · derivative · entry 2

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

Periscope SPAC Warrant Opportunity Fund LP · CIK 0002040036 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 178,800

Underlying: Common Stock · 238,000 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 50,100 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 49,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 178,800 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 41,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

F4 · security: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.exercise_price: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F5 · shares: On November 25, 2024, Nautilus MF sold 11,900 Warrants, NH TAF sold 13,000 Warrants, PF LP sold 1,500 Warrants, Periscope SPAC WOF sold 47,600 Warrants and Periscope TRF sold 11,000 Warrants.

F4 · derivative.exercise_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.expiration_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying_shares: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying_shares: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

SEC source: 0000950170-24-131471 · ownership.xml · derivative · entry 1

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

Periscope SPAC Warrant Opportunity Fund LP · CIK 0002040036 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 319,200

Underlying: Common Stock · 187,000 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 50,100 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 49,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 178,800 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 41,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

F4 · security: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.exercise_price: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F5 · shares: On November 25, 2024, Nautilus MF sold 11,900 Warrants, NH TAF sold 13,000 Warrants, PF LP sold 1,500 Warrants, Periscope SPAC WOF sold 47,600 Warrants and Periscope TRF sold 11,000 Warrants.

F4 · derivative.exercise_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.expiration_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying_shares: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying_shares: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · ownership.nature: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · ownership.nature: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 50,100 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 49,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 178,800 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 41,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

SEC source: 0000950170-24-116725 · ownership.xml · derivative · entry 2

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

Periscope SPAC Warrant Opportunity Fund LP · CIK 0002040036 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 226,400

Underlying: Common Stock · 630,500 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 62,000 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 62,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 1,500 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 226,400 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 52,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

F4 · security: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.exercise_price: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F5 · shares: On March 21, 2024, Nautilus MF sold 35,300 Warrants, NH TAF sold 34,500 Warrants, Periscope SPAC WOF sold 126,100 Warrants and Periscope TRF sold 29,100 Warrants.

F4 · derivative.exercise_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.expiration_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying_shares: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying_shares: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

SEC source: 0000950170-24-116725 · ownership.xml · derivative · entry 1

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

Periscope SPAC Warrant Opportunity Fund LP · CIK 0002040036 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 404,200

Underlying: Common Stock · 1,125,000 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 62,000 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 62,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 1,500 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 226,400 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 52,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

F4 · security: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.exercise_price: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F5 · shares: On March 21, 2024, Nautilus MF sold 35,300 Warrants, NH TAF sold 34,500 Warrants, Periscope SPAC WOF sold 126,100 Warrants and Periscope TRF sold 29,100 Warrants.

F4 · derivative.exercise_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.expiration_date: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F3 · derivative.underlying_shares: Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F4 · derivative.underlying_shares: Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

F1 · ownership.nature: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · ownership.nature: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 62,000 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 62,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 1,500 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 226,400 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 52,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

SEC source: 0000950170-24-036000 · ownership.xml · derivative · entry 3

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 481,200

Underlying: Class A Common Stock · 300,000 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

F3 · security: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F6 · security: On March 25, 2024, Nautilus MF sold 58,200 Warrants, NH TAF sold 45,700 Warrants, PF LP sold 600 Warrants, Periscope SPAC WOF sold 153,200 Warrants and Periscope TRF sold 42,300 Warrants.

F3 · derivative.exercise_price: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F3 · derivative.expiration_date: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F1 · ownership.nature: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · ownership.nature: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

SEC source: 0000950170-24-036000 · ownership.xml · derivative · entry 2

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 781,200

Underlying: Class A Common Stock · 1,200 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

F3 · security: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F5 · security: On March 20, 2024, Nautilus MF sold 700 Warrants and Periscope TRF sold 500 Warrants.

F3 · derivative.exercise_price: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F3 · derivative.expiration_date: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F1 · ownership.nature: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · ownership.nature: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

SEC source: 0000950170-24-036000 · ownership.xml · derivative · entry 1

PERISCOPE CAPITAL INC. · CIK 0001695320 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 782,400

Underlying: Class A Common Stock · 2,000 shares

Expires not disclosed

F1 · security: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · security: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

F3 · security: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F4 · security: On March 15, 2025, Nautilus MF sold 1,200 Warrants and Periscope TRF sold 800 Warrants.

F3 · derivative.exercise_price: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F3 · derivative.expiration_date: Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

F1 · derivative.underlying: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F1 · derivative.underlying_shares: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F1 · ownership.nature: The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

F2 · ownership.nature: Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.