Exhibit 99.1
December 17, 2024
Board of Directors
WM Technology, Inc.
41 Discovery
Irvine, California 92618
Dear Members of the Board of Directors:
We are pleased to submit this non-binding proposal
to acquire all of the outstanding shares of common stock (Class A and Class V) of WM Technology, Inc. (“WM”
or the "Company") that we do not currently own (the “Transaction”) for $1.70 per share in cash (the “Offer
Price”).
We firmly believe that our proposed Transaction
is in the best interests of WM stockholders as well as all WM stakeholders, including its employees, clients, and end-users. Our proposal
presents the Company’s public stockholders with a value-maximizing alternative to WM’s current strategic trajectory and an
opportunity to de-risk their investment.
As Co-Founders and WM’s largest stockholders,
we are deeply passionate about the Company and the licensed cannabis industry. When we first decided to take the Company public, there
was an expectation that the tailwinds emerging in 2020-2021 across the licensed cannabis end-markets, coupled with the support of institutional
public equity investors gained with a Nasdaq listing, would allow WM to capitalize on growth opportunities in an accelerated manner and
create sustainable long-term stockholder value. Today, however, WM is facing significant headwinds, with licensed end-markets continuing
to decline from the peak volumes achieved at the time of the Company’s deSPAC transaction in 2021. Further, the continued consolidation
of cannabis retailers and brands among large multi-state operators, coupled with the increased entry of traditional technology providers
into cannabis, are creating significant risks for WM’s current business model as a public company. Our proposal would provide public
stockholders with immediate liquidity and certainty of value at a significant premium to current trading levels.
We have summarized the proposed terms of the Transaction
below:
Offer Price
We are prepared to offer $1.70 per share in
cash for all of the outstanding shares of common stock (Class A and Class V) of the Company that we do not currently own. This
offer represents a substantial premium to relevant trading metrics, including:
| ■ | 39% premium to the closing price as of December 17, 2024, |
| ■ | 52% premium to the implied Enterprise Value as of December 17, 2024, |
| ■ | 65% premium to the volume-weighted average price (VWAP) in the last year. |
Financing
As part of the Transaction, we would plan to roll
100% of our current equity interests in the Company, which account for approximately 32% of common shares outstanding. Since we filed
an amendment to our Schedule 13D, we have engaged in discussions with financing sources who have spent significant time with us to understand
WM and validate our thesis. We have received proposals from these potential financing partners and are highly confident in securing the
debt and equity financing required for our proposal based on these conversations.
As we plan to secure fully-committed financing
prior to signing a definitive agreement, the Transaction would not be contingent on financing.
Confirmatory Due Diligence
We have spent significant time and resources reviewing
the publicly-available information on the Company as well as the diligence materials provided by the Company in preparing our offer, and
will make further commitments of time and resources in order to consummate the Transaction expeditiously. Given our history with WM and
the work that we have completed with our financing sources, we anticipate that their remaining confirmatory due diligence will be limited
in scope and can be completed quickly.
Transaction Process
Our proposal will be conditioned
upon (a) the approval by a Special Committee of the Board (after consulting with its advisors, provided the Special Committee is
comprised of disinterested directors that are fully independent and empowered to consider our proposal) and, on the Special Committee’s
recommendation, the full Board and (b) a fully-informed approval of the holders of a majority of the shares of the Company’s
stock that will not be rolled into the Transaction.
If another potential buyer of the Company should
submit a competing proposal, we would be willing to engage in discussions with such buyer in our capacity as stockholders of the Company.
However, we have no intention to vote our stock in favor of any alternative or competing sale, merger or similar transaction involving
the Company. Further, we think a competing proposal is highly unlikely now or in the future given the magnitude of the tax receivable
agreement (TRA) payment that would be due in such a transaction, which is estimated to be over $100 million at our Offer Price.
We currently intend
to remain stockholders of the Company if a potential transaction cannot be completed under the terms envisioned by our proposal.
Definitive Agreement
We anticipate that the definitive merger agreement,
which will be negotiated on mutually-acceptable terms, will contain customary terms and conditions for transactions of similar size and
nature. We expect to be in a position to execute a definitive agreement in 3-4 weeks.
Disclosure
In accordance with our legal obligations, we
will promptly file an amendment to our Schedule 13D, including a copy of this letter.
Advisors
To assist us in consummating the proposed Transaction,
we have engaged Jefferies LLC (“Jefferies”) as financial advisor, and Cadwalader, Wickersham & Taft LLP (“Cadwalader”)
as legal counsel.
Our proposal is a non-binding expression of interest
only and does not constitute an offer to purchase the Company or any securities or assets of the Company that is subject to binding acceptance.
We reserve the right to withdraw or modify our proposal at any time. No legal obligation with respect to our proposal or any other transaction
shall arise unless and until we have executed definitive transaction documentation with the Company.
We would welcome the opportunity to engage with
you to further explain the merits of our proposal and work with the Board and Special Committee to explore a Transaction. To the extent
you have any questions with regard to our proposal, please feel free to contact our advisors at Jefferies and Cadwalader.
Sincerely,
/s/ Doug Francis and /s/ Justin Hartfield
Doug Francis and Justin Hartfield
Co-Founders of WM Technology, Inc.
Exhibit 99.2
WM
Technology, Inc.
41 Discovery
Irvine, California
October 29, 2024
Ghost Media Group, LLC
43 Discovery, Suite 200
Irvine, California 92618
Ladies and Gentlemen:
In connection with the consideration by Ghost Media
Group, LLC, a Nevada limited liability company (“Recipient”), of a possible negotiated transaction (the “Possible
Transaction”) with or involving WM Technology, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”),
acting at the direction of the Special Committee (the “Special Committee”) of its Board of Directors, the Company is
prepared to make available to Recipient, following Recipient’s execution and delivery of this letter agreement, certain information
concerning the business, operations, employees, finances, assets and liabilities of the Company. As a condition to such information being
furnished, Recipient agrees to, and to cause its Representatives (as defined below) to, treat any Evaluation Material and Transaction
Information (in each case, as defined below) in accordance with the provisions of this letter agreement, and to otherwise comply with
the terms set forth herein. Therefore, Recipient and the Company hereby agree as follows:
| 1. | For purposes of this letter agreement: |
| a. | “Affiliate” means, with respect to any specified person, any other person that, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with, such specified person; provided that,
for purposes of this letter agreement, (A) Douglas Francis (subject to paragraph 24 of this letter agreement) and Justin Hartfield
shall be deemed to be Affiliates of Recipient, (B) the Company shall be deemed to not be an Affiliate of the Recipient or any Affiliate
of the Recipient, and (C) the Recipient and its Affiliates shall be deemed to not be Affiliates of the Company; |
| b. | “control” (including the terms “controlled by” and “under common control with”),
with respect to the relationship between or among two or more persons, means the possession, directly or indirectly, or as trustee, personal
representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the
ownership of voting securities or as trustee, personal representative or executor, by contract or otherwise; |
| c. | “Evaluation Material” means all information, data, documents, agreements, files and other materials, whether disclosed
orally or disclosed or stored in written, electronic or other form or media, relating to the Company, which is obtained from or disclosed
by the Company or its Representatives after the date hereof, together with any notes, analyses, reports, compilations, studies, interpretations,
memoranda or other documents (regardless of the form thereof) prepared by Recipient or any of its Representatives to the extent they contain
or are based upon any information furnished by the Company or its Representatives pursuant hereto. The term “Evaluation Material”
does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure directly
or indirectly by Recipient or its Representatives that violates the terms of this letter agreement or other obligation of confidentiality
to the Company or any third party; (ii) is demonstrated to have been within the possession of Recipient or its Representatives prior
to it being furnished to it pursuant hereto, provided that such information is not subject to another obligation of confidentiality
to the Company or any third party; (iii) is or becomes available to Recipient from a source other than the Company or any of its
Representatives, provided that such information is not subject to another obligation of confidentiality to the Company or any third
party; or (iv) is demonstrated to have been independently developed by or on behalf Recipient or its Representatives without utilizing
any Evaluation Material or otherwise violating the terms of this letter agreement; |
| d. | “Financing Sources” means any actual or potential source of financing (debt, equity or otherwise); |
| e. | “Law” means any applicable law, regulation (including, without limitation, any rule, regulation or policy statement
of any organized securities exchange, market or automated quotation system), request for information by a governmental authority, or valid
and effective legal process, including but not limited to by oral questions, interrogatories, requests for information or documents in
legal proceedings, subpoena, civil investigative demand or other similar process); |
| f. | “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership or
other legal or business entity, government or governmental authority or any individual; |
| g. | “Representatives” means, with respect to any person, (i) such person’s Affiliates and (ii) and
such person’s and each of its Affiliates’ respective directors, managers, officers, equityholders, employees, attorneys, accountants,
consultants, agents, advisors and Financing Sources; provided that, for purposes of this letter agreement, when Douglas Francis
is acting in his capacity as a Representative of Recipient, he shall be deemed not to be a Representative of the Company; and |
| h. | “Transaction Information” means, except to the extent such information is or becomes generally available to the
public other than as a result of a disclosure directly or indirectly by Recipient or its Representatives that violates the terms of this
letter agreement, (i) the fact that investigations, discussions or negotiations are taking place or have taken place concerning a
Possible Transaction, (ii) any of the terms, conditions or other information with respect to a Possible Transaction, including, without
limitation, the status thereof and the Company’s and Recipient’s consideration of a Possible Transaction, or (iii) the
existence of this letter agreement or the fact that Evaluation Material has been made available to Recipient or its Representatives. |
| 2. | Recipient hereby agrees that Recipient and its Representatives (i) shall use the Evaluation Material solely for the purpose of
evaluating, negotiating, consummating or advising with respect to a Possible Transaction, (ii) shall keep the Evaluation Material
confidential and (iii) will not disclose any of the Evaluation Material in any manner whatsoever; provided, however,
that (A) subject to and in compliance with paragraph 6 of this letter agreement, Recipient and its Representatives may disclose Evaluation
Material which is required by Law (provided that the requirement by Law to make such disclosure does not arise from a violation
by Recipient or its Representatives of the provisions of this letter agreement) and (B) Evaluation Material may be disclosed to Recipient’s
Representatives who (x) need to know such information for the purpose of evaluating, negotiating or advising with respect to a Possible
Transaction and (y) are directed by Recipient to comply with the terms of this letter agreement to the same extent as if such Representative
were a party hereto. In any event, Recipient shall be responsible for any breach of this letter agreement by any of its Representatives
as if such Representatives are party hereto. |
| 3. | Recipient and its Representatives shall not disclose any Transaction Information without the prior written consent (including by email)
of the Special Committee; provided that (i) Transaction Information may be disclosed to Recipient’s Representatives
who (A) need to know such information for the purpose of evaluating, negotiating or advising with respect to a Possible Transaction
and (B) are directed by Recipient to comply with the terms of this letter agreement to the same extent as if such Representative
were a party hereto and (i) the foregoing shall not prohibit Recipient, Douglas Francis, Justin Hartfield, any “Reporting Persons”
(as defined on the Schedule 13D filed in connection with Recipient’s investment in the Company on June 28, 2021 and as amended
or otherwise modified from time to time), any Affiliate of any of the foregoing, or any other member of any group of investors in the
Company that includes any of the foregoing from filing one or more amendments to such Schedule 13D or any additional filings on Schedule
13D disclosing any information required by Law to be disclosed thereunder, including but not limited to the execution, delivery and terms
of this letter agreement (a copy of which may be filed as an exhibit to any such Schedule 13D amendment), the determination of any such
requirement for disclosure being in the sole discretion of Recipient or other filing persons, as applicable. |
| 4. | Recipient agrees that, without the prior written consent (including by email) of the Special Committee (not to be unreasonably withheld,
conditioned or delayed), neither Recipient nor any of its Representatives will disclose any Evaluation Material to any Financing Sources
other than those Financing Sources set forth on Exhibit A (such consented to Financing Sources together with those Financing Sources
set forth on Exhibit A, the “Approved Financing Sources”). The Company hereby agrees that the Company and its
Affiliates (i) shall not identify Recipient or any Approved Financing Source by name or other identifiable description as being involved
in discussions or negotiations concerning this letter agreement or the Possible Transaction, (ii) shall keep such information confidential
and (iii) will not disclose any of Transaction Information in any manner whatsoever; provided, however, that (A) the
Company and its Representatives may disclose such information which is required by Law (provided that the requirement by Law to
make such disclosure does not arise from a violation by the Company or its Representatives of the provisions of this letter agreement)
and (B) such information may be disclosed to the Company’s Representatives who (x) need to know such information for the
purpose of evaluating, negotiating or advising with respect to a Possible Transaction with Recipient or any of its Affiliates and (y) are
directed by the Company to comply with the terms of this letter agreement to the same extent as if such Representative were a party hereto.
In any event, the Company shall be responsible for any breach of this letter agreement by any of its Representatives as if such Representatives
are party hereto. The Company shall not, and shall cause its Affiliates and Representatives not to, without the prior written consent
of Recipient, contact or communicate with any Approved Financing Source in connection with the Possible Transaction. |
| 5. | Recipient understands that the Company has the right, in its sole and absolute discretion, to determine what Evaluation Material to
make available to Recipient and that the Company reserves the right to adopt additional specific measures to protect the confidentiality
of certain sensitive Evaluation Material so long as such specific measures are disclosed in advance to the Recipient prior to the disclosure
of such sensitive Evaluation Material. |
| 6. | In the event that Recipient or any of its Representatives is requested or required by Law to disclose any of the Evaluation Material,
Recipient shall, except as prohibited by Law, provide the Company with prompt written notice (including by email) of any such request
or requirement so that the Company may seek, at the Company’s sole cost and expense, a protective order or other appropriate remedy
and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the
receipt of a waiver by the Company, Recipient or any of its Representatives nonetheless is requested or required by Law to disclose Evaluation
Material to any tribunal or other governmental authority or otherwise, Recipient or its Representatives may disclose to such tribunal
or governmental authority or otherwise only that portion of the Evaluation Material which Recipient’s or its Representative’s
legal counsel advises is legally required to be disclosed; provided that Recipient shall exercise its commercially reasonable efforts
to preserve the confidentiality of the Evaluation Material, including by cooperating with the Company, at the Company’s sole cost
and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation
Material. |
| 7. | Recipient hereby represents and warrants, on behalf of itself and its Affiliates, that (i) it is not acting as a broker for,
or Representative of, any other person in connection with a Possible Transaction, and is considering a Possible Transaction only for its
own account and for the account of its controlled Affiliates and (ii) neither it nor any of its Representatives (on its behalf) has
entered into, directly or indirectly through its Affiliates, any agreement, arrangement or understanding (whether written or oral) that
would restrict the ability of any person to provide financing (debt, equity or otherwise) to any other person for a Possible Transaction. |
| 8. | Recipient hereby agrees on behalf of itself and its Affiliates that, without the prior written consent of the Special Committee, (i) it
will not act as a joint bidder or co-bidder with any other person with respect to a Possible Transaction, provided that no Financing
Source, nor any existing direct or indirect holder of any securities of the Company that elects to roll over or exchange such securities
for any securities of a direct or indirect entity involved in the Possible Transaction, shall be considered a joint bidder or co-bidder,
and (ii) it will not enter, and will not cause any of its Representatives to enter, into any agreement, arrangement or understanding
(whether written or oral) that would directly or indirectly restrict the ability of any person to provide financing (debt, equity or otherwise)
to any other person for a Possible Transaction or directly or indirectly restrict the ability of any other person to provide any such
financing. |
| 9. | If Recipient decides that it does not wish to proceed with a Possible Transaction, Recipient will promptly inform the Company of that
decision. In that case, or at any time, upon the written request (including by email) of the Special Committee for any reason, Recipient
will promptly (and in no event later than ten (10) business days after such request) deliver to the Company or destroy (at Recipient’s
election in any combination) all Evaluation Material (and all copies thereof) furnished to Recipient or its Representatives by or on behalf
of the Company pursuant hereto and Recipient and its Representatives shall not retain any copies, extracts or other reproductions in whole
or in part of such material, subject to the provisos in the next sentence. In the event of a decision to destroy, except as required by
Law, all Evaluation Material shall be destroyed and no copy thereof (including Evaluation Material stored electronically ) shall be retained
and such destruction shall, upon the Special Committee’s written request (including by email), be confirmed in writing (including
by email) to the Company by an authorized officer supervising such destruction; provided that Recipient and its Representatives
shall not be required to delete Evaluation Material from back-up, archival electronic storage, provided that (i) Recipient
and its Representatives’ personnel whose functions are not primarily information technology in nature do not access such retained
copies and (ii) Recipient and its Representatives’ personnel whose functions are primarily information technology in nature
access such copies only as necessary for the performance of their information technology duties (e.g., for purposes of system recovery).
Notwithstanding such return, destruction or retention of the Evaluation Material, during the term of this letter agreement (subject to
paragraph 22 of this letter agreement), Recipient and its Representatives will continue to be bound by its and their respective obligations
of confidentiality and other obligations hereunder. |
| 10. | Recipient acknowledges and agrees that it is aware (and that its Representatives are aware or, upon receipt of any Evaluation Material,
will be advised by Recipient) that (i) the Evaluation Material being furnished to it or its Representatives may contain material,
non-public information regarding the Company or third parties and (ii) the United States securities Laws prohibit any person who
has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating
such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell
such securities in reliance upon such information. |
| 11. | Recipient agrees that all communications regarding a Possible Transaction, all requests for additional information, facility tours
or management meetings and all discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted
or directed to the following individuals: Wilco Faessen, Senior Managing Director, e-mail: wilco.faessen@evercore.com; Zaheed Kajani,
Senior Managing Director, e-mail: zaheed.kajani@evercore.com; Frederik Michel, Managing Director, e-mail: frederik.michel@evercore.com.
Without the prior written consent (including by email) of the Special Committee, Recipient will not, directly or indirectly, contact or
communicate with any officer, employee, agent, supplier, vendor, distributor, customer, or securityholder of the Company regarding the
Evaluation Material or a Possible Transaction. |
| 12. | In consideration of the Evaluation Material being furnished to it, Recipient hereby agrees that, for a period of twelve (12) months
after the date hereof, neither it nor any of its Affiliates will, directly or indirectly, employ or solicit to employ any officers or
management-level employees of the Company, without obtaining the prior written consent of the Special Committee; provided, however,
that the foregoing shall not prohibit Recipient or its Affiliates from: (i) soliciting employees through general job advertisements
or similar notices that are not targeted specifically at such employees of the Company; or (ii) soliciting and hiring employees whose
employment with the Company or the relevant subsidiary has terminated (other than for cause) at least three (3) months prior to the
date of this letter agreement. |
| 13. | Each party hereto understands and agrees that no contract or agreement providing for any transaction involving the other party hereto
shall be deemed to exist unless and until a final definitive agreement has been executed and delivered by all necessary parties. Recipient
acknowledges that neither the Company nor any of its Representatives makes any express or implied representation or warranty as to the
accuracy or completeness of the Evaluation Material, or any use thereof. The Company on behalf of itself and its Representatives hereby
expressly disclaims all such warranties, including any implied warranties of merchantability and fitness for a particular purpose, non-infringement
and accuracy, and any warranties arising out of course of performance, course of dealing or usage of trade. Neither Recipient nor its
Representatives shall be entitled to rely on the accuracy or completeness of any Evaluation Material or of any other information concerning
the Company, and neither the Company nor any of its Representatives shall have any liability to Recipient or any of its Representatives
resulting from Recipient’s or any of its Representatives’ use of any Evaluation Material or any such other information concerning
the Company. Recipient shall only be entitled to rely on such representations and warranties as may be made to Recipient in a final definitive
agreement relating to a Possible Transaction, when, as and if it is executed, subject to the terms and conditions of any such agreement.
Each party also agrees that unless and until a final definitive agreement regarding a transaction between the parties hereto has been
executed and delivered by all necessary parties, neither party will be under any legal obligation of any kind whatsoever with respect
to such a transaction by virtue of this letter agreement or any other written or oral expression with respect to such transaction, except
for the matters specifically agreed to herein. Recipient and its Representatives shall not make, and hereby waive in advance, any claims
whatsoever against the Company or any of its Representatives with respect to the enforcement of this letter agreement or the review, use
or content of any Evaluation Material or any errors therein or omissions therefrom (including, without limitation, any conclusions that
Recipient or any of its Representatives derive from Evaluation Material), or any action taken or any inaction occurring in reliance on
Evaluation Material. Each party acknowledges and agrees that (i) the other party hereto reserves the right, in its sole and absolute
discretion, to reject any and all proposals with regard to a transaction between the parties hereto, (ii) both parties reserve the
right to terminate discussions and negotiations at any time and for any reason or no reason and (iii) this letter agreement does
not create any fiduciary duties or other similar duties between the parties. For the purposes of this paragraph, the term “final
definitive agreement” shall not include this letter agreement, an executed non-binding letter of intent or any other preliminary
written agreement, nor does it include any verbal acceptance by the Company of any offer or bid on Recipient’s part. |
| 14. | Recipient also acknowledges and agrees that (i) the Company and its Representatives may conduct the process that may or may not
result in a Possible Transaction in such manner as the Company, in its sole and absolute discretion, may determine (including, without
limitation, negotiating and entering into a final acquisition agreement with any third party without notice to Recipient) and (ii) the
Company reserves the right to change, in its sole and absolute discretion, at any time and without notice to Recipient, the procedures
relating to the Company’s and Recipient’s consideration of a Possible Transaction regardless of whether such changes have
been communicated by Recipient. Each party hereto shall be responsible for its own costs and expenses in connection with the evaluation
and negotiation of a Possible Transaction. |
| 15. | As between the Company and Recipient, all Evaluation Material (including, without limitation, all copies, extracts and portions thereof)
is and shall remain the sole property of the Company. Recipient does not acquire (by license or otherwise, whether express or implied)
any intellectual property rights or other rights under this letter agreement or any disclosure hereunder, except the limited right to
use such Evaluation Material in accordance with the express provisions of this letter agreement. |
| 16. | It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of
any other right, power or privilege hereunder. |
| 17. | Each party represents to the other party that this letter agreement is a valid and binding agreement that has been duly authorized,
executed and delivered by it. Each party agrees that it will not, directly or indirectly, contest the validity or enforceability of this
letter agreement on any grounds, including as being against public policy, as having been improperly induced or otherwise, whether by
the initiation of any legal proceeding for such purpose or the intervention, participation or attempted intervention or participation
in any manner in any other legal proceeding initiated by another person or otherwise. Each party acknowledges that the provisions protecting
the Evaluation Material and Transaction Information and good will of the Company’s businesses set forth in this letter agreement
are fair and reasonable. If any term, covenant, restriction or other provision of this letter agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, all other terms, covenants, restrictions and other provisions of this letter
agreement shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated. If any term, covenant,
restriction or other provision of this letter agreement is determined to be unenforceable by reason of its extent, duration, scope or
otherwise, then the parties hereto agree that the court making such determination may modify such term, covenant, restriction or other
provision in a manner consistent with its objectives such that it is enforceable, and in its modified form, such term, covenant, restriction
or other provision will then be enforceable and will be enforced for all purposes contemplated by this letter agreement. |
| 18. | It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by
Recipient or any of its Representatives and that the Company shall be entitled to seek equitable relief, including, without limitation,
injunction and specific performance (without the proof of actual damages), as a remedy for any such breach or to prevent breaches or threatened
breaches of this letter agreement. Recipient also agrees that it and its Representatives shall waive any requirement for the security
or posting of any bond in connection with any such relief. Such remedies shall not be deemed to be the exclusive remedies for a breach
of this letter agreement but shall be in addition to all other remedies available at law or equity. |
| 19. | The Company is represented in the Possible Transaction by the law firm Allen Overy Shearman Sterling US LLP (“A&O Shearman”).
By participating in the process for the Possible Transaction and executing this letter agreement, Recipient is agreeing to waive any actual
or potential conflict of interest that A&O Shearman (or any of its affiliated entities) may have as a result of A&O Shearman’s
representation of the Company in the Possible Transaction. |
| 20. | This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect
to the principles of conflicts of law thereof. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery
declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for any actions, suits
or proceedings arising out of or relating to this letter agreement and the transactions contemplated hereby (and each party agrees not
to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons,
notice or document by U.S. registered mail to its address set forth above shall be effective service of process for any action, suit or
proceeding brought against it in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying
of venue of any action, suit or proceeding arising out of this letter agreement or the transactions contemplated hereby, in the Delaware
Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines
to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO SPECIFICALLY WAIVE ANY
RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER ARISING UNDER, OR RELATED TO, THIS LETTER AGREEMENT. |
| 21. | Neither party may assign, in whole or in part, any of its rights or obligations under this letter agreement to any person or entity
without the prior written consent of Recipient (in the event of an assignment by the Company) or the Special Committee (in the event of
an assignment by Recipient). Any purported assignment without such consent shall be void. This letter agreement shall inure to the benefit
of, and be binding upon, each of the parties and their respective successors and permitted assigns. This letter agreement contains the
entire agreement between the parties hereto concerning the subject matter hereof, and no modification of this letter agreement or waiver
of the terms and conditions hereof will be binding unless approved in writing by both parties (and in the case of the Company, the Special
Committee). In the event of any conflict between the terms of this letter agreement and the terms of any user, click-through or similar
agreement with respect to any electronic, online or web-based data room established in connection with a Possible Transaction, the terms
of this letter agreement shall prevail. |
| 22. | The obligations of each of the parties under this letter agreement shall remain in effect for a period of eighteen (18) months after
the date of this letter agreement, except as otherwise stated herein; provided that Recipient and its Representatives shall maintain
in accordance with the confidentiality obligations set forth herein any Evaluation Material constituting trade secrets for such time as
such information constitutes a “trade secret” of the Company, as defined under 18 U.S.C. § 1839(3), provided,
further, that nothing herein shall relieve any party hereto from liability for any breach of this letter agreement occurring prior
to such termination. |
| 23. | This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original of this letter
agreement and all of which, taken together, shall be deemed to constitute one and the same instrument. No such counterpart need contain
the signatures of all parties to this letter agreement and the exchange of signed counterparts by each of the parties, including exchange
by facsimile transmission or similar electronic means, shall constitute effective execution and delivery of this letter agreement. |
| 24. | Recipient and the Company acknowledge that Douglas Francis serves as acting chief executive, director and executive chairman of the
Company and, notwithstanding anything else in this letter agreement, references to Recipient, Recipient’s Affiliates, or Recipient’s
Representatives hereunder shall not be deemed to include Douglas Francis to the extent he is acting in his capacities as acting chief
executive, director or executive chairman of the Company. Notwithstanding the foregoing, Recipient and the Company acknowledge that nothing
in this letter agreement is intended to waive any fiduciary or confidentiality obligations of Douglas Francis to the Company in his capacities
as chief executive, director or executive chairman of the Company. |
[Remainder of Page Left Blank Intentionally]
Please confirm Recipient’s agreement with
the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become
a binding agreement between Recipient and the Company.
| |
Very truly yours, |
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GHOST MEDIA GROUP, LLC |
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By: |
/s/ Douglas Francis |
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Name: Douglas Francis |
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Title: Manager |
Accepted and agreed as of the date first written above:
| WM TECHNOLOGY, INC. |
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| By: |
/s/ Brian Camire |
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Name: Brian Camire |
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Title: General Counsel |
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Exhibit 99.3
JOINT FILING STATEMENT
In accordance with Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such
undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments
thereto) with respect to the Class A common stock and Class V common stock of WM Technology, Inc., and that this agreement
be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing
of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall
not be responsible for the completeness and accuracy of the information concerning the others.
Date: December 17, 2024
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/s/
Justin Hartfield |
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Justin Hartfield |
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/s/ Douglas
Francis |
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Douglas Francis |
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Ghost Media, LLC |
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/s/ Douglas
Francis |
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By: Douglas Francis |
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Title: Manager |
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WM Founders Legacy I, LLC |
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/s/ Douglas
Francis |
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By: Douglas Francis |
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Title: Manager |
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WM Founders Legacy II, LLC |
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/s/ Justin Hartfield |
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By: Justin Hartfield |
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Title: Manager |
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Genco Incentives, LLC |
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/s/ Douglas
Francis |
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By: Douglas Francis |
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Title: Manager |
Exhibit 99.6
WM Technology, Inc.
RSU Award
Grant Notice
(WM Technology, Inc.
2021 Equity Incentive Plan)
WM Technology, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms
set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the
terms and conditions as set forth herein and in the WM Technology, Inc. 2021 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their
entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in
the Plan or the Agreement.
| Participant: |
Douglas Francis |
| Date of Grant: |
November 7, 2024 |
| Vesting Commencement Date: |
November 16, 2024 |
| Number of Restricted Stock Units: |
4,342,391 |
| Vesting Schedule: | 1/12th
of the Restricted Stock Units shall vest on each Quarterly Date following the Vesting Commencement
Date. “Quarterly Date” means each of February 15, May 15, August 15
and November 15. Notwithstanding the foregoing, vesting shall terminate upon the Participant’s
termination of Continuous Service. |
| Issuance
Schedule: | One share of Common Stock will be issued at the time set forth
in Section 5 of the Agreement for each restricted stock unit which vests. |
Participant
Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company,
you understand and agree that:
| · | The
RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”),
and the provisions of the Plan and the Agreement, all of which are made a part of
this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement
(together, the “RSU Award Agreement”) may not be modified, amended
or revised except in a writing signed by you and a duly authorized officer of the Company. |
| · | You
have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the
document containing the Plan information specified in Section 10(a) of the Securities
Act (the “Prospectus”). In the event of any conflict between the provisions in
the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan
shall control. |
| · | The
RSU Award Agreement sets forth the entire understanding between you and the Company regarding
the acquisition of Common Stock and supersedes all prior oral and written agreements, promises
and/or representations on that subject with the exception of: (i) other equity awards
previously granted to you, and (ii) any written employment agreement, offer letter,
severance agreement, written severance plan or policy, or other written agreement between
the Company and you in each case that specifies the terms that should govern this RSU Award. |
| WM Technology, Inc.: |
|
Participant: |
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| By: |
/s/ Brian Camire |
|
By: |
/s/
Douglas Francis |
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Signature |
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|
Signature |
| Title: General Counsel |
|
Date: Nov 12, 2024 |
| Date: Nov 14, 2024 |
|
|
Attachments:
RSU Award Agreement, 2021 Equity Incentive Plan
Attachment
I
WM Technology, Inc.
2021
Equity Incentive Plan
Award
Agreement (RSU Award)
As reflected by your RSU
Award Grant Notice (“Grant Notice”), WM Technology, Inc. (the “Company”) has granted
you a RSU Award under the WM Technology, Inc. 2021 Equity Incentive Plan (the “Plan”) for the number of
restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified
in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU
Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have
the same definitions as in the Grant Notice or Plan, as applicable.
The general terms applicable to your RSU Award are as follows:
1. Governing
Plan Document. Your RSU Award is subject to all the provisions of the Plan, including
but not limited to the provisions in:
(a) Section 7
of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award;
(b) Section 10(e) of
the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU Award; and
(c) Section 9(c) of
the Plan regarding the tax consequences of your RSU Award.
Your RSU Award is further subject to all interpretations,
amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of
any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.
2. Grant
of the RSU Award. This RSU Award represents your right to be issued on a future
date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the
Grant Notice as modified to reflect any Capitalization Adjustment and subject to your satisfaction of the vesting conditions set forth
therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU
Award pursuant to Capitalization Adjustments as set forth in the Plan and the provisions of Section 3 below, if any, shall be subject,
in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery
as applicable to the other Restricted Stock Units covered by your RSU Award.
3. Dividends.
You shall receive no benefit or adjustment to this RSU Award with respect to any cash dividend, stock dividend or other distribution
that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares
of Common Stock that are delivered to you in connection with your RSU Award after such shares have been delivered to you.
4. Withholding
Obligations. As further provided in Section 9 of the Plan, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any
sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with
your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by
the Company. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock
in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common
Stock or it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than
the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold
the proper amount.
5. Date
of Issuance.
(a) The
issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and
will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event
one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock
Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different
provisions in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.”
(b) To
the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 12 of the Plan shall apply.
6. Transferability.
Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of
descent and distribution.
7. Corporate
Transaction. Your RSU Award is subject to the terms of any agreement governing
a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative
that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.
8. No
Liability for Taxes.
As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of
its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU Award or other Company compensation
and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the
tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.
9. Severability.
If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any
Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid.
10. Other
Documents. You hereby acknowledge receipt of or the right to receive a document
providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In
addition, you acknowledge receipt of the Company’s Trading Policy.
11. Questions.
If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary
of the applicable federal income tax consequences please see the Prospectus.
Attachment
II
2021
Equity Incentive Plan
Exhibit 99.7
WM Technology, Inc.
2021
Equity Incentive Plan
PRSU
Award Grant Notice
WM Technology, Inc.
(the “Company”) has awarded to you (the “Participant”) this award of performance-based
restricted stock units (“PRSUs”) on the terms set forth below in consideration of your services (the “PRSU
Award”). Your PRSU Award is subject to all of the terms and conditions as set forth herein and in the WM Technology, Inc.
2021 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”),
which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the
Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.
| Participant: | | Douglas
Francis |
| Date of Grant: | | November 7,
2024 |
| Performance Period: | | November 7,
2024 through December 31, 2027 |
| Target Number of PRSUs: | | 4,342,391 |
| Maximum Number of PRSUs: | | 4,342,391 |
| Vesting Schedule: | The
number of PRSUs subject to the PRSU Award that may vest will be determined in accordance
with Vesting Criteria set forth in Attachment Ito this PRSU Award Grant Notice (the “Vesting
Criteria”). The Target Number of PRSUs represents the number of PRSUs that
would vest if you satisfy the service vesting conditions set forth in the Vesting Criteria
and the Company achieves 100% of the Company’s target performance goals specified in
the Vesting Criteria. In no event will more than the Maximum Number of PRSUs vest. Except
to the extent otherwise specified in the Vesting Criteria, in the event you cease to provide
Continuous Service for any or no reason before you vest in the PRSUs, the PRSUs and your
right to acquire any shares of Common Stock hereunder will immediately terminate. |
| Issuance Schedule: | In
addition and notwithstanding the provisions of the Vesting Criteria or Section 5 of
the Agreement, no shares of Common Stock issuable to you as a result of the vesting of one
or more PRSUs will be issued to you until any filings that may be required pursuant to the
Hart-Scott-Rodino (“HSR”) Act in connection with the issuance of
such shares have been filed and any required waiting period under the HSR Act has expired
or been terminated, and the issuance of such shares shall be accordingly delayed; provided,
that such delay shall in no event be later than the 15th day of the third calendar month
of the applicable year following the year in which the shares of Common Stock under the PRSU
Award are no longer subject to a “substantial risk of forfeiture” within the
meaning of Treasury Regulations Section 1.409A-1(d). |
Participant
Acknowledgements: By your signature below or by electronic acceptance or authentication in a
form authorized by the Company, you understand and agree that:
| · | The
PRSU Award is governed by this PRSU Award Grant Notice (the “Grant Notice”),
and the provisions of the Plan and the Agreement, all of which are made a part of this document.
Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the
“PRSU Award Agreement”) may not be modified, amended or revised
except in a writing signed by you and a duly authorized officer of the Company. |
| · | You
have read and are familiar with the provisions of the Plan, the PRSU Award Agreement and
the document containing the Plan information specified in Section 10(a) of the
Securities Act (the “Prospectus”). In the event of any conflict
between the provisions in the PRSU Award Agreement, or the Prospectus and the terms of the
Plan, the terms of the Plan shall control. |
| · | The
PRSU Award Agreement sets forth the entire understanding between you and the Company regarding
the acquisition of Common Stock and supersedes all prior oral and written agreements, promises
and/or representations
on that subject with the exception of: (i) other equity awards previously granted to
you, and (ii) any written employment agreement, offer letter, severance agreement, written
severance plan or policy, or other written agreement between the Company and you in each
case that specifies the terms that should govern the PRSU Award. |
| WM Technology, Inc.: |
|
Participant: |
| |
|
|
| By: |
/s/ Brian Camire |
|
By: |
/s/
Douglas Francis |
| |
Signature |
|
|
Signature |
| Title: General Counsel |
|
Date: Nov 12, 2024 |
| Date: Nov 14, 2024 |
|
|
Attachments:
Vesting Criteria, PRSU Award Agreement, 2021 Equity Incentive Plan
Attachment
I
WM
Technology, Inc.
2021
Equity Incentive Plan
Vesting
Criteria
The
number of PRSU that may vest will be determined in accordance with the following criteria. The Maximum Number of PRSUs shall equal 100%
of the Target Number of PRSUs.
1. Performance
Period.
The
performance period for the achievement of the performance requirements set forth in Section 2 shall be the period beginning on November 7,
2024 and ending on December 31, 2027 (the “Performance Period”).
2. Performance
Requirements.
(a) At
any applicable time during Performance Period that a Common Stock Target Achievement is met, but in no event past the 90-day period following
the end of the Performance Period, the Compensation Committee shall approve the applicable number of PRSUs that shall be eligible to
vest based on the applicable Common Stock Target Achievement during the Performance Period (the “Share Price Determination
Date”).
(b) As
determined by the Compensation Committee on the Share Price Determination Date, the PRSUs shall as follows:
(i) One
half of the PRSUs will vest if the volume weighted average price of the Common Stock during any period of 30 trading days during the
Performance Period equals or exceeds $3.25 (the “$3.25 Common Stock Target Achievement”); and
(ii) One
half of the PRSUs will vest if the volume weighted average price of the Common Stock during any period of 30 trading days during the
Performance Period equals or exceeds $5.00 (the “$5.00 Common Stock Target Achievement,” and together with
the $3.25 Common Stock Target Achievement, each a “Common Stock Target Achievement”)
(c) Notwithstanding
anything to the contrary herein, in no event shall the number of PRSUs that may vest exceed the Maximum Number of PRSUs specified in
the Grant Notice.
(d) Any
PRSUs that are not determined eligible to vest on the Determination Date shall immediately terminate and be forfeited.
3. Service
Requirement.
You
must remain in Continuous Service through the Common Stock Target Achievement date in order for the applicable portion of the PRSUs to
vest.
Attachment
II
WM
Technology, Inc.
2021
Equity Incentive Plan
Award
Agreement (PRSU Award)
As
reflected by your PRSU Award Grant Notice (“Grant Notice”), WM Technology, Inc. (the “Company”)
has granted you a PRSU Award under the WM Technology, Inc. 2021 Equity Incentive Plan (the “Plan”) for
the number of performance-based restricted stock units as indicated in your Grant Notice (the “PRSU Award”).
The terms of your PRSU Award as specified in this Award Agreement for your PRSU Award (the “Agreement”) and
the Grant Notice constitute your “PRSU Award Agreement”. Defined terms not explicitly defined in this Agreement
but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.
The general terms applicable
to your PRSU Award are as follows:
1. Governing
Plan Document. Your PRSU Award is subject to all
the provisions of the Plan,
including but not limited to the provisions
in:
(a) Section 7
of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your PRSU Award;
(b) Section 10(e) of
the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the PRSU Award;
and
(c) Section 9(c) of
the Plan regarding the tax consequences of your PRSU Award.
Your PRSU Award
is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the PRSU Award Agreement and the provisions of the Plan, the provisions of
the Plan shall control.
2. Grant
of the PRSU Award. This PRSU Award represents your
right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted
stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your satisfaction of the
vesting conditions set forth in Attachment I to the Grant Notice (the “PRSUs”). Any additional PRSUs that become
subject to the PRSU Award pursuant to Capitalization Adjustments as set forth in the Plan, if any, shall be subject, in a manner determined
by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to
the other PRSUs covered by your PRSU Award.
3. Dividends.
You shall receive no benefit or adjustment to this PRSU Award with respect to any cash dividend,
stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will
not apply with respect to any shares of Common Stock that are delivered to you in connection with your PRSU Award after such shares have
been delivered to you.
4. Withholding
Obligations. As further provided in Section 9 of the Plan, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required
to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with your PRSU Award
(the “Withholding Obligation”) in accordance with the withholding procedures established by the Company.
Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect
of the PRSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it
is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount
withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper
amount.
5. Date
of Issuance.
(a) The
issuance of shares in respect of the PRSUs is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will
be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or
more PRSUs vest, the Company shall issue to you one (1) share of Common Stock (subject to any adjustment under Section 3 above,
and subject to any different provisions in the Grant Notice) for each PRSU that vests, with such issuance to occur no later than the
date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under
the PRSU Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
(b) To
the extent the PRSU Award is a Non-Exempt Award, the provisions of Section 12 of the Plan shall apply.
6. Transferability.
Except as otherwise provided in the Plan, your PRSU Award is not transferable, except by will
or by the applicable laws of descent and distribution.
7. Corporate
Transaction. Your PRSU Award is subject to the terms
of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment
of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.
8. No
Liability for Taxes.
As a condition to accepting the PRSU Award, you hereby (a) agree to not make any claim
against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the PRSU Award
or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other
legal advisors regarding the tax consequences of the PRSU Award and have either done so or knowingly and voluntarily declined to do so.
9. Severability.
If any part of this Agreement or the Plan is declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared
to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will,
if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.
10. Other
Documents. You hereby acknowledge receipt of or
the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act,
which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy.
11. Questions.
If you have questions regarding these or any other terms and conditions applicable to your PRSU
Award, including a summary of the applicable federal income tax consequences please see the Prospectus.
Attachment
III
WM
Technology, Inc.
2021
Equity Incentive Plan
WM Technology (NASDAQ:MAPSW)
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