Transaction Details

Footnotes

Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025. | Held by EnTrust. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust, and may be deemed to be the beneficial owner of such shares held by EnTrust. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. | Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor. | (Continued from footnote 3) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.