PAY VERSUS PERFORMANCE DISCLOSURE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (PEO) and our other named executive officers other than our PEO (Non-PEO NEOs) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year	Summary Compensation Table Total for First PEO(1) ($)		Compensation Actually Paid to First PEO(1),(2),(3) ($)		Summary Compensation Table Total for Second PEO(1) ($)		Compensation Actually Paid to Second PEO(1),(2),(3) ($)			Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)		Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($)			Value of Initial Fixed $100 Investment based on Total Shareholder Return(4) ($)	Net Loss ($ Thousands)
2024	—		—			5,954,807		(3,635,201	)		3,349,796		(259,766	)	60.87		(130,870	)
2023		3,737,385		23,226,384		2,915,146		12,936,773			1,539,141		6,445,530		188.81		(70,795	)
2022		3,445,218		330,205	—		—				1,838,840		116,687		28.59		(102,254	)

(1)

Nancy Lurker was our PEO(“First PEO”) through July 10, 2023. Jay Duker (“Second PEO”) has been our PEO since July 10, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.


2022	2023	2024
Jay Duker	George Elston	George Elston
George Elston	Dario Paggiarino	Ramiro Ribeiro

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusion and inclusion of certain amounts for the First PEO, the Second PEO, and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.


Year	Summary Compensation Table Total for Second PEO ($)		Exclusion of Stock Awards and Option Awards for Second PEO ($)			Inclusion of Equity Values for Second PEO ($) (5)			Compensation Actually Paid to Second PEO ($)
2024		5,954,807		(4,760,998	)		(4,829,010	)		(3,635,201	)


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)			Average Inclusion of Equity Values for Non-PEO NEOs ($) (5)			Average Compensation Actually Paid to Non-PEO NEOs ($)
2024		3,349,796		(2,585,920	)		(1,023,642	)		(259,766	)

(4)

Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($)	Total - Inclusion of Equity Values for Second PEO ($)
2024		1,663,154		(4,690,290	)	—		(1,801,874	)	—	—		(4,829,010	)


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)			Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)			Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)	Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2024		747,937		(1,349,243	)	—		(422,336	)	—	—		(1,023,642	)

PEO Total Compensation Amount

$ 5,954,807

Adjustment To PEO Compensation, Footnote

(3)

Compensation Actually Paid reflects the exclusion and inclusion of certain amounts for the First PEO, the Second PEO, and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.


Year	Summary Compensation Table Total for Second PEO ($)		Exclusion of Stock Awards and Option Awards for Second PEO ($)			Inclusion of Equity Values for Second PEO ($) (5)			Compensation Actually Paid to Second PEO ($)
2024		5,954,807		(4,760,998	)		(4,829,010	)		(3,635,201	)

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($)	Total - Inclusion of Equity Values for Second PEO ($)
2024		1,663,154		(4,690,290	)	—		(1,801,874	)	—	—		(4,829,010	)

Non-PEO NEO Average Compensation Actually Paid Amount

$ (259,766)

6,445,530

116,687

Compensation Actually Paid vs. Total Shareholder Return

The following chart sets forth the relationship between Compensation Actually Paid to our First PEO and Second PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.