BigBearai Holdings Inc

Rule 10b5-1 Plans

On December 15, 2023, Mr. Ricker adopted a 10b5-1 trading plan that provides for the potential exercise and sale of up to 59,348 shares of the Company’s common stock subject to RSUs, until March 20, 2024. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities. In addition, on December 15, 2023, Mr. Ricker adopted a 10b5-1 trading plan that provides for the potential exercise and sale of a number of shares of common stock of the Company in open market transactions at then-market prices necessary to cover tax withholdings with respect to such settlement, based upon the tax withholding obligation as determined by the Company pursuant to the Plans. The sale will consist of only enough shares of common stock necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

On December 15, 2023, Carolyn Blankenship, the Company’s General Counsel, adopted a Rule 10b5-1 trading plan. Ms. Blankenship’s trading plan provides for the potential exercise and sale of a number of shares of common stock of the Company in open market transactions at then-market prices necessary to cover my tax withholdings with respect to such settlement, based upon the tax withholding obligation as determined by the Company pursuant to the Plans. The sale will consist of only enough shares of common stock necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

On December 15, 2023, Amanda Long, the Company’s Chief Operating Officer, adopted a Rule 10b5-1 trading plan. Mrs. Long’s trading plan provides for the potential exercise and sale of a number of shares of common stock of the Company in open market transactions at then-market prices necessary to cover my tax withholdings with respect to such settlement, based upon the tax withholding obligation as determined by the Company pursuant to the Plans. The sale will consist of only enough shares of common stock necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

On December 15, 2023, Norman Laudermilch, the Company’s Former Chief Operating Officer, adopted a Rule 10b5-1 trading plan. Mr. Laudermilch’s trading plan provides for the potential exercise and sale of a number of shares of common stock of the Company in open market transactions at then-market prices necessary to cover my tax withholdings with respect to such settlement, based upon the tax withholding obligation as determined by the Company pursuant to the Plans. The sale will consist of only enough shares of common stock necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

On December 15, 2023, Julie Peffer, the Company’s Chief Financial Officer, adopted a Rule 10b5-1 trading plan. Ms. Peffer’s trading plan provides for the potential exercise and sale of a number of shares of common stock of the Company in open market transactions at then-market prices necessary to cover my tax withholdings with respect to such settlement, based upon the tax withholding obligation as determined by the Company pursuant to the Plans. The sale will consist of only enough shares of common stock necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

Clawback Policy

The Compensation Committee has adopted a Clawback Policy that complies with NYSE’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the clawback policy requires that covered executives must reimburse the Company, or forfeit, any excess incentive-based compensation received by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the clawback policy are current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the NYSE listing standards. Incentive-based compensation subject to the clawback policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The clawback policy will only apply to incentive-based compensation received on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual.