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 purchased for an aggregate purchase price of $26,400,000, or $6.00 per share (the "Purchase Price"), in a private transaction pursuant to the terms of a purchase agreement dated August 15, 2025, between the Reporting Person and Nick Jones, each of whom is a permitted holder of Class B common stock. In addition to the payment of the Purchase Price, the Reporting Person 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, the Reporting Person will pay or transfer to Mr. Jones 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 Purchase Price (the "Additional Payment"). | Based on the $9.00 per share price set forth in the Merger Agreement, the Reporting Person would pay Mr. Jones an additional $6,600,000, or $1.50 per Subject Share, if the Additional Payment becomes payable. | The Reporting Person is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. | The Reporting Person is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. | The Reporting Person is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. The Reporting Person disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein.