Private Placement, Corporate Action (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the Class A Conversion, and pursuant to the Conversion Agreement and the Third Restated Charter, on April 14, 2025, the Company issued 4,800,000 Common Shares in exchange for the 4,800,000 Class A Shares that were converted.

The issuance of the Common Shares as a result of the Class A Conversion was made without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration afforded by Section 3(a)(9) thereof. Pursuant to the Class A Conversion, the Company exchanged Common Shares for Class A Shares with its existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the conversion or exchange of such securities.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated herein by reference. The Certificate of Retirement and the Fourth Restated Charter did not change the rights of the holders of Common Shares.

The Class A Conversion had the following effects, among others:

Voting Power. Prior to the Class A Conversion, holders of Class A Shares were entitled to cast ten votes per share on any matter submitted to a vote of the Company's stockholders. As a result of the Class A Conversion, all former holders of Class A Shares became holders of an equal number of Common Shares, entitled to cast only one vote per share on all matters subject to a stockholder vote. In addition, the provisions of the Third Restated Charter and the Delaware General Corporation Law (the "DGCL") that entitled the holders of Class A Shares and Common Shares, in certain circumstances, to separate class voting rights, were no longer applicable as a result of the Class A Conversion, because there were no longer any Class A Shares outstanding, and they could not be reissued and have now been retired.

Economic Interests. Because holders of Class A Shares and Common Shares had the same economic interests in the Company, including with regard to dividends, distributions, and liquidation rights, the Class A Conversion had no impact on the relative economic interests of holders of Common Shares and the former holders of Class A Shares that were converted into Common Shares.

Capitalization. The Class A Conversion had no impact on the total number of the Company's outstanding shares of capital stock, because the Class A Shares were converted into the same number of Common Shares. Pursuant to Section 243 of the DGCL, the Certificate of Retirement had the effect of eliminating from the Third Restated Charter all references to the Class A Shares, and the total number of authorized shares of the Company's capital stock was reduced by 4,800,000, which was the number of retired Class A Shares.