| Explanation of Responses: |
| Remarks: |
| This amendment is being filed solely to include GEC Advisors LLC, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC as official Reporting Persons following the reactivation of their EDGAR accounts as explained in Footnote 5 of the initial filing. In connection with the Master Reorganization Agreement, the Reporting Persons entered into a Stockholders Agreement with certain other stockholders of the Issuer, pursuant to which, among other matters, they agreed to vote in favor of each others' director nominees. As a result, certain Reporting Persons may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other stockholders of the Issuer. Collectively, such "group" may be deemed to beneficially own in the aggregate more than 50% of the shares of the Issuer's Class A Common Stock. Accordingly, the Reporting Persons are filing this Form 4 in part by virtue of their deemed membership in such "group." Each of GEC Advisors LLC, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP, GEC Partners III LP and GEC Estis Co-Invest II LLC may be deemed to be a director by deputization by virtue of the right the GEC parties to the Stockholders Agreement and their affiliates to designate two members of the Issuer's board of directors pursuant to the Stockholders Agreement. However, each of the Reporting Persons disclaims any pecuniary interest in the shares of Class A Common Stock owned directly by such other stockholders, and such shares are not reflected in the tables herein. |
|
Joel Lambert, attorney-in-fact |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Advisors LLC By: /s/ Jonathan B. Fairbanks, Managing Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Group B Ltd. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Capital Group III-B LP. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Estis Co-Invest II LLC. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Group Ltd. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Capital Group III LP. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Partners III LP. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
|
GEC Partners III-B LP. By: /s/ Jonathan B. Fairbanks, Director |
04/06/2026 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |