CuriosityStream Inc

CERTAIN DEFINED TERMS

Each of the terms the “Company,” “we,” “our,” “us,” and similar terms used herein refer collectively to CuriosityStream Inc., a Delaware corporation, and its consolidated subsidiaries, unless otherwise stated.

In this Annual Report on Form 10-K, unless otherwise stated or unless the context otherwise requires:

•“App Services” means applications developed for iOS, Android, streaming media players and smart television operating systems.

•“Board” means the board of directors of the Company.

•“Bundled MVPD Business” refers to our ability to convey a broad scope of rights, including 24/7 “linear” channels, on-demand content library, mobile rights and/or pricing and packaging flexibility, in exchange for an annual fixed fee or fee per subscriber as part of a multi-year agreement.

•“Bundled MVPD Partners” means affiliate relationships with MVPDs, broadband and wireless companies in the U.S. and international territories.

•“Business Combination” means the acquisitions and transactions contemplated by that certain Agreement and Plan of Merger, dated August 10, 2020.

•“Bylaws” means the Amended and Restated Bylaws of CuriosityStream Inc.

•“Charter” means the Second Amended and Restated Certificate of Incorporation of CuriosityStream Inc.

•“Common Stock” means the Common Stock of the Company, par value $0.0001 per share.

•“Code” means the Internal Revenue Code of 1986, as amended.

•“Content Licensing Business” means CuriosityStream’s licensing of existing content to certain media companies in a traditional content licensing deal or selected rights to content prior to production.

•“DGCL” means the Delaware General Corporation Law.

•“Direct Business” means Direct-to-Consumer and Partner Direct.

•“Direct-to-Consumer” or "DTC" means App Services together with O&O Consumer Service.

•“Exchange Act” means the Securities Exchange Act of 1934, as amended.

•“GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

•“IPO” means SAQN’s initial public offering of Units consummated on November 22, 2019.

•“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

•“Legacy CuriosityStream” means Curiosity Inc., a Delaware corporation (formerly named CuriosityStream Operating Inc., and prior to the consummation of the Business Combination, CuriosityStream Inc.).

•“MVPDs” means multichannel video programming distributors.

•“NASDAQ” means The NASDAQ Capital Market.

•“Nebula” means Watch Nebula LLC.

•“O&O Consumer Service” means our owned and operated platform.

•“Omnibus Incentive Plan” means our 2020 Omnibus Incentive Plan.

•“Partner Direct Business” means, collectively, MVPDs that include Comcast and Cox, and vMVPDs and digital distributors that include Amazon Prime Video Channels, Roku Channels, Sling TV and YouTube TV.

•“PIPE” means the issuance and sale to the PIPE Investors, an aggregate of 2,500,000 shares of Common Stock for an aggregate purchase price of $25,000,000 pursuant to Subscription Agreements between the Company and the PIPE Investors.

•“PIPE Investors” means certain third-party investors in the PIPE.

•“PIPE Warrants” means the 353,000 warrants issued to PIPE Investors in connection with our Business Combination.

•“Private Placement Warrants” means the 3,676,000 warrants issued to Software Acquisition Holdings LLC in a private placement that closed concurrently with our IPO.

•“Public Warrants” means the 7,475,000 warrants sold as part of the Units in the IPO.

•“SAQN” means Software Acquisition Group Inc. prior to the consummation of the Business Combination.

•“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

•“SEC” means the U.S. Securities and Exchange Commission.

•“Securities Act” means the Securities Act of 1933, as amended.

•“SVOD” means subscription video on-demand.

•“Units” means the units of SAQN, each consisting of one share of Common Stock and one-half of one Warrant, with each such Public Warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to certain adjustments. On October 14, 2020, the Company’s Common Stock and Public Warrants were listed on NASDAQ under the new trading symbols of “CURI” and “CURIW,” respectively, and all of SAQN’s units separated into their component parts of (i) one share of Common Stock and (ii) one-half (1/2) of one warrant and ceased trading on NASDAQ.

•“vMVPDs” means virtual MVPDs.

•“Warrants” means the Private Placement Warrants, the PIPE Warrants and Public Warrants.