Transaction Details

Footnotes

The conversion rate for the 12% Convertible Senior Note due 2029 (the "Convertible Note") is equal to 540.5405 shares of common stock per $1,000 principal amount of the Convertible Note, subject to adjustment in accordance with the terms of the Convertible Note. | The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date. | On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("SAFE") in exchange for $5,000,000. The SAFE provides that it will automatically convert at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE, including a financing transaction involving the sale of capital stock, warrants, debt securities or other convertible securities of the Issuer. At the closing of such financing transaction, the SAFE will convert into $5,000,000 of shares, units or increment of the securities issued in such financing transaction based on the price per share, unit or increment of the securities issued and sold by the Issuer. | The Convertible Note and SAFE are held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees.