Noor Shain → Silvia, Inc. SVIAW

The Reporting Person acquired the shares of Common Stock reported in this Schedule 13D (i) as consideration in the Silvia Merger in exchange for his equity interest in CFO Silvia, a company he co-founded and of which he served as President and Chief Executive Officer prior to the Silvia Merger, and (ii) as compensation for his services as an officer of the Issuer. Since the Closing Date, the Reporting Person has served as Chief Technology Officer of the Issuer, reporting to the Issuer's Chief Executive Officer. The Reporting Person is not a director of the Issuer.1 This Schedule 13D is being filed because the Reporting Person's beneficial ownership exceeded five percent of the outstanding Common Stock as a result of repurchases of Common Stock by the Issuer, as described in Item 3. The Reporting Person has not sold or tendered any shares of Common Stock to the Issuer in the Issuer's share repurchase program. As described in Item 6, the Silvia Merger Agreement restricts the Reporting Person, for a period of two years following the Closing Date, from participating in any repurchase by the Issuer of Common Stock. The Reporting Person expects to acquire additional shares of Common Stock in the future upon the vesting and settlement of RSUs granted or to be granted to him under the Employment Agreement described in Item 6 and, if the applicable conditions are satisfied, upon the issuance of the Noor Earnout Shares. The Issuer may withhold shares of Common Stock to satisfy tax withholding obligations arising upon the vesting of such awards. Except as set forth in this Item 4, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Subject to the Silvia Merger Lock-Up Agreement and the Silvia Merger Agreement restrictions described in Item 6, the Issuer's policies applicable to its officers and applicable law, the Reporting Person may in the future acquire additional securities of the Issuer or dispose of some or all of the securities of the Issuer that he beneficially owns and may change his plans or proposals with respect to any of the matters described in this Item 4.