||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||A contingent right to receive shares of Class A Common Stock (the "Earnout Shares") from the Issuer in two equal tranches if the closing share price of Class A Common Stock exceeds certain share price thresholds, such right representing part of the merger consideration pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021 (the "Merger Agreement"), by and among PlayStudios, Inc., Acies Acquisition Corp., Catalyst Merger Sub I, Inc., and Catalyst Merger Sub II, LLC.
||Payable in two equal tranches if the closing price of the Class A Common Stock exceeds $12.50 per share and $15.00 per share, respectively, for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the June 21, 2021 (the "Closing Date") and ending no later than the five-year anniversary of the Closing Date. The contingent right to receive shares based on achievement of the applicable share price threshold will be forfeited if such threshold is not achieved by the fifth anniversary of the Closing Date. The share price thresholds and the number of Earnout Shares to be issued are to be equitably adjusted for any subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction affecting the shares of Class A Common Stock.
||(Continued from footnote 2) Share price thresholds also may be deemed to have been achieved under certain circumstances involving an Earnout Strategic Transaction, as defined in the Merger Agreement, such as a merger or sale of the Issuer.