PMGM Priveterra Acquisition Corporation II

On February 15, 2021, Priveterra Acquisition Corp. (the “Company” or “we”) issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to Priveterra Sponsor, LLC (the “Sponsor”), pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination, as defined below. All unpaid principal under the Sponsor Convertible Note will be due and payable in full on the earlier of (i) February 11, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”). The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note into warrants to purchase shares of the Company's Class A common stock, par value $0.0001 per share (“Class A common stock”), at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. As previously disclosed, as of March 31, 2021, the Company had $100,000 borrowings under the Sponsor Convertible Note.

On June 28, 2021, the Sponsor elected to convert $100,000 of outstanding principal amount under the Sponsor Convertible Note into, and the Company has issued, warrants to purchase 66,6666 shares of Class A common stock of the Company at a purchase price of $11.50 per share, subject to adjustment as described in the Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of February 8, 2021 (the “Warrant Agreement”). Such warrants will constitute Working Capital Warrants, as defined in the Warrant Agreement, and are identical to the private placement warrants issued to the Sponsor in connection with the initial public offering of the Company. The issuance of such warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.