Common Stock

Each holder of common stock is entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Shares of Class B Common Stock carry the same voting rights as shares of Class A Common Stock but have no economic terms. Class B Common Stock is exchangeable, along with common units of Falcon’s Opco, into Class A Common Stock.

Series B Preferred Stock

During 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with accredited investors, including Gino P. Lucadamo, a director of the Company (the “Investors”). The Company issued $32.5 million of shares of a newly created series of preferred stock, par value $0.0001 per share, designated as “11% Series B Cumulative Convertible Preferred Stock” (the “Series B Preferred Stock”), at a purchase price of $5.00 per share, for 6,507,742 shares of Series B Preferred Stock. The Company received $11.8 million in cash and the exchange of an aggregate of $20.5 million of outstanding indebtedness.

Debt Exchange Agreement

On September 8, 2025, the Company entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”) with Infinite Acquisitions to exchange $20.5 million of debt and accrued interest for $20.5 million of shares of Series B Preferred Stock, at a per

share price of $5.00, for 4,092,326 shares of Series B Preferred Stock. The debt exchanged included the $14.77 million term loan, term loan accrued interest of $0.2 million and $5.5 million of the outstanding amount under the revolving credit arrangement. The exchange was accounted for as a debt extinguishment.

Series B Preferred Stock Liquidation Preferences

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. The Series B Preferred Stock has a liquidation preference equal to the greater of $5.00 per share, plus accrued and unpaid dividends, or the amount per share as would have been paid had all shares of Series B Preferred Stock been converted into shares of Class A Common Stock immediately prior to the liquidation event.

Series B Preferred Stock Dividend

The Series B Preferred Stock has an annual cumulative dividend rate of 11% of the $5.00 per share liquidation preference, which accrues quarterly. Prior to January 1, 2027, accrued dividends will be paid in Series B Preferred Stock (the “Dividend Shares”) equal to the aggregate accrued dividends unpaid divided by $5.00 when and if declared by the Board. On and after January 1, 2027, all dividends accrued will be paid in cash. Any dividends not declared and paid in Dividend Shares or cash will be added to the liquidation preference of each share of Series B Preferred Stock.

Upon the declaration of a dividend on the Class A Common Stock, the Series B Preferred Stockholders will receive a dividend, equal to the product of the dividend on each share of Class A Common Stock and the number of shares of Class A Common Stock issuable upon conversion of a share of Series B Preferred Stock.

Series B Preferred Stock Conversion Rights

The Series B Preferred Stock will convert into shares of Class A Common Stock at the then-applicable conversion rate, automatically following the third anniversary of the original issuance date, if at any time the volume weighted average sale price of one share of Class A Common Stock equals or exceeds $10.00 per share, as adjusted, for a period of at least 21 trading days out of 30 consecutive trading days. The initial conversion rate is one-to-one. The holders of Series B Preferred Stock do not have the right to elect to convert the Series B Preferred Stock.

In the event of a reorganization involving the Company, such as a merger, consolidation, reclassification, or statutory exchange, where Class A Common Stock is exchanged for cash, securities, or other property, each outstanding share of Preferred Stock will become convertible into the same form and proportion of consideration that a holder of Class A Common Stock would have received, had the Preferred Stock been converted immediately prior to the event. This conversion right is contingent upon all holders of pari passu and subordinated equity instruments receiving the same form of consideration. If each share of Class A Common Stock, or pari passu or subordinated equity instrument, is entitled to receive a mix of kind or amount of securities, cash and/or other property upon such reorganization event, the Preferred Stock holders shall be entitled to receive the same mix and form of consideration.

Series B Preferred Voting Rights

The holders of Series B Preferred Stock have the right to vote on an as-converted to Class A Common Stock basis on all matters presented to the Company’s stockholders. Additionally, holders of Series B Preferred Stock have customary protective provisions.