VERTICAL DATA INC

Footnotes

F1

Shares purchased in the issuer's private placement of 1,373,152 shares of common stock at $3.00 per share, which closed on August 11, 2026.↩ 1

F2

Shares held of record by PansyCake Holdings Limited.↩ 1

F3

Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan pursuant to a unanimous written consent of the Board of Directors executed by all directors on September 17, 2026, in consideration of services rendered to the issuer during the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of common stock, settles solely in shares of common stock on a one-for-one basis and may not be settled in cash. The RSUs were granted to the reporting person individually.↩ 1

F4

The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture condition or issuer repurchase right. The underlying shares are to be delivered as promptly as practicable following the grant date and in all events no later than March 15, 2027.↩ 1

F5

Each grant was approved by the Board of Directors of the issuer and is intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d).↩ 1↩ 2

F6

The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing the target grant value approved by the Board ($150,000) by $4.73, the 30-calendar-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended September 15, 2026, rounded to the nearest whole unit.↩ 1

F7

Represents RSUs granted under the plan referred to in footnote 3 as the annual grant to non-employee directors under the issuer's Non-Employee Director Compensation Policy for the service period July 1, 2026 through June 30, 2027, pursuant to a unanimous written consent of the Board of Directors executed by all directors on October 6, 2026. Each RSU represents the right to receive one share of common stock. 4,462 RSUs vested on the grant date, and the remaining RSUs vest in installments of 4,462 on December 31, 2026, 4,462 on March 31, 2027 and 4,463 on June 30, 2027, subject to continued service on the Board. Vested RSUs settle in shares of common stock as soon as practicable following each vesting date.↩ 1

F8

The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing $100,000 by $5.6023, the 30-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended October 5, 2026, rounded down to the nearest whole unit.↩ 1

F9

Shares held of record by Jaime Leverton Ventures & Advisory Inc.↩ 1