Your shares are currently held on the books and records of our transfer agent, Odyssey.

In order to sell your shares, you must coordinate with your broker to move the shares into your brokerage account from Odyssey.

We suggest you contact your broker to discuss the logistics for the transfer of your Ionic shares, particularly if you are a non-U.S. resident, and any fees or other requirements.

This transfer can be completed at any time after the SEC declares the S-1 effective.

If you would like to sell your shares on the first day of public trading, we suggest you coordinate this transfer as soon as possible during the gap between when the S-1 becomes effective and the commencement of trading.

Ionic will issue a press release to announce that the S-1 has been declared effective. In addition, Odyssey will email you if you have registered your account with an email address to alert you that the S-1 is effective.

a. Contact your broker (must be a DTC participant) and provide:

i. Your Odyssey account number,

ii. Your exact Odyssey account name,

iii. Your tax ID number (if there is no tax ID on file, the broker should enter all 1s for U.S. holders and all 9s for holders outside the U.S.),

iv. The number of shares you would like to transfer, and

v. The CUSIP number of Ionic Class A common stock: 462210 105.

b. Transfers are done by the broker through the Direct Registration System (“DRS”), typically within 1–2 business days.

i. Some brokers may allow for sales during pending transfers, please check with yours.

c. If a DRS request fails, your broker must resubmit it after correcting the issue.

d. Note: Neither the company nor Odyssey can move shares for you. It must be done by your broker.

e. Please see your statement for your Odyssey account number, registration name, CUSIP and share balance.

Common issues include:

• a Tax ID mismatch between your broker instructions and transfer agent records (for non-U.S. shareholders without a W-8 or W-9, use all 99999999s and then matching will be made by name – the name in your broker’s DRS transfer request must match Odyssey’s records exactly);
• a mismatch between the name in your broker’s DRS transfer request and the name on your Odyssey account; and
• your broker failing to place a timely request.

If a DRS transfer request contains an error, it is terminated. Your broker must reinitiate a new DRS transfer and cannot seek to amend the failed DRS transfer.

Until the S-1 has become effective, there are transfer restrictions on your shares. Once the S-1 has become effective, those restrictions will lapse.

This restriction does not apply to the transfer of shares required by law or upon the death or disability of the holder.

On the day that our shares are initially listed for trading on Nasdaq, Nasdaq, will begin accepting, but not executing, pre-opening buy and sell orders and Nasdaq will begin to continuously generate the indicative current reference price for our stock on the basis of such accepted orders.

During a 10-minute “Display Only” period, market participants may enter quotes and orders for our stock in Nasdaq’s systems and Nasdaq will disseminate such information, along with other indicative imbalance information, to J.P. Morgan and certain other market participants (including our other financial advisors) on Nasdaq’s NOII and BookViewer tools.

Following such 10-minute “Display Only” period, a “Pre-Launch” period will begin, during which J.P. Morgan, in its capacity as our designated financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once J.P. Morgan has notified Nasdaq that our shares are ready to trade, Nasdaq will calculate the current reference price for our shares. If J.P. Morgan then approves proceeding at the current reference price, Nasdaq will conduct price validation checks.

Upon completion of such price validation checks, the applicable orders for our stock that have been entered will then be executed at such price and regular trading of our shares on Nasdaq will commence.

The company will not be involved in the price-setting process. J.P. Morgan will determine when our shares are ready to trade and approve proceeding at the current reference price primarily based on consideration of trading volume, timing and share price. In particular, J.P. Morgan will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the current reference price.

Further information on this process will be described in the registration statement.

The S-1 and our other SEC filings are publicly available on the SEC’s website at www.sec.gov.