Transaction Details

Footnotes

Each holder of the Issuer's shares of Class B common stock has the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis at any time upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock. | These 4.4 million shares of Class B common stock ("Subject Shares") were sold for an aggregate sale price of $26,400,000, or $6.00 per share (the "Sale Price"), in a private transaction pursuant to the terms of a purchase agreement dated August 15, 2025, between the Reporting Person and Ronald Burkle, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Sale Price, Mr. Burkle agreed that, in the event the merger pursuant to the Merger Agreement entered into by the Issuer on August 15, 2025 (the "Merger") is consummated within twelve months of the closing of the sale of the Subject Shares, Mr. Burkle will pay or transfer to the Reporting Person within 30 days following the consummation of the Merger, an amount equal to 50% of the difference between the price per share cash consideration paid in the Merger and the Sale Price (the "Additional Payment"). | Based on the $9.00 per share price set forth in the Merger Agreement, Mr. Burkle would pay the Reporting Person an additional $6,600,000, or $1.50 per Subject Share, if the Additional Payment becomes payable.