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. | The Reporting Person previously reported, on a Form 4 filed August 18, 2025, that he agreed to sell 4,400,000 shares of Class B common stock to Ronald Burkle 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, as amended on December 2, 2025 and January 6, 2026, between the Reporting Person and Mr. Burkle (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, upon consummation of the merger pursuant to the Merger Agreement entered into by the Issuer on August 15, 2025 (the "Merger") on January 29, 2026, Mr. Burkle agreed to pay or transfer to the Reporting Person an additional $1.50 per share, which represents an amount equal to 50% of the $3.00 difference between the $9.00 price per share cash consideration paid in the Merger and the Sale Price, or an aggregate $6,600,000, by December 31, 2026.