| (a) | This Schedule 13D is being jointly filed by Magnolia Capital Fund, LP ("MCF"), Magnolia BOC I, LP ("BOC I"), The Magnolia Group, LLC ("TMG"), a registered investment adviser, and Adam K. Peterson (each a "Reporting Person" and, collectively, the "Reporting Persons") with respect to shares of common stock, par value $0.001 per share of the Issuer (the, "Common Stock") owned directly by MCF, BOC I, TMG, and Adam K. Peterson. |
| | (1) In exercising Class B warrants, MCF purchased 1,262 shares for $10,096.00 and 51,516 shares for $515,160.00, totaling 52,778 shares for $525,256.00.
(2) Adam K. Peterson directly holds 586,155 shares of Common Stock. Mr. Peterson indirectly purchased 876 shares for his minor children's accounts at a cost basis of $15,017.33 on September 11, 2023. 87,962 of the shares held directly by Mr. Peterson were originally purchased by MCF and distributed in-kind to Mr. Peterson effective as of June 30, 2018 at a cost basis of $1,011,033.67. Consideration for these shares, when originally purchased, came from the working capital of MCF. Effective as of May 28, 2020, 9,375 additional shares of Common Stock were purchased by Mr. Peterson at a cost basis of $150,000. The shares were purchased by Mr. Peterson. 137,927 of the shares held directly by Mr. Peterson were originally held by BOC II and distributed in-kind to Mr. Peterson on June 23, 2021 at a cost basis of $2,621,819.20. 193,791 of the shares held directly by Mr. Peterson were originally held by BOC and distributed in-kind to Mr. Peterson on July 26, 2021 at a cost basis of $4,398,865.30. 93,176 of the shares held directly by Mr. Peterson were originally held by TMG and distributed in-kind to Mr. Peterson at a cost basis of $1,070,961.18 on November 22, 2022.
(3) BOC I directly holds 5,589,253 shares of Common Stock. 1,888,412 shares of the Common Stock were purchased by TMG for the benefit of BOC I at an aggregated price of approximately $44,000,000, and consideration for these shares of Common Stock came from working capital of BOC I. Effective as of June 30, 2018, 2,894,120 additional shares of Common Stock were contributed in-kind to BOC I, at an original cost basis at the time of purchase of $33,264,874.98, and consideration for these shares of Common Stock, when originally purchased, came from the working capital of MCF. Effective as of February 1, 2019, 2,896,989 additional shares of Common Stock were contributed in-kind to BOC I by one of its limited partners, at an original cost basis at the time of purchase of approximately $67,499,844, and consideration for these shares of Common Stock, when originally purchased, came from the working capital of the limited partners, at an original cost basis at the time of purchase of approximately $2,448,252, and consideration for these shares of Common Stock, when originally purchased, came from the working capital of the limited partner that contributed the shares. Effective as of July 26, 2021, BOC I distributed to its limited partners 970,842 shares of the Common Stock at an aggregated cost basis of approximately $11,292,085.76. Effective May 25, 2022, 1,400,000 additional shares of Common Stock were distributed in-kind to its limited partners at an aggregate cost basis of approximately $15,330,808.22. |
| (a) | Currently, the Reporting Persons beneficially own 6,176,284 shares of Class A common stock and 580,558 shares of Class B common stock.
The Class B common stock is convertible at any time, at the holder's election and for no additional consideration, into shares of Class A common stock on a one-on-one basis. The conversion right has no expiration date.
Based on the foregoing:
Mr. Peterson may be deemed the beneficial owner of 6,756,842 shares of Common Stock held for himself and the accounts of MCF and BOC I.
TMG may be deemed the beneficial owner of 6,169,811 shares of Common Stock held for itself and the accounts of MCF and BOC I.
MCF may be deemed the beneficial owner of 580,558 shares of Common Stock that it holds.
BOC I may be deemed the beneficial owner of 5,589,253 shares of Common Stock that it holds.
The Issuer's 10-Q, filed on August 12, 2026, listed 29,546,008 shares of the Issuer's Class A common stock outstanding, and 580,558 shares of Class B common stock outstanding. Due to press release issued on September 11, 2026 regarding the Share Repurchase Program, the estimated updated outstanding shares are 29,298,236 shares of the Issuer's Class A common stock outstanding, and 580,558 shares of Class B common stock outstanding. The shares beneficially owned, in total, represent approximately 22.6% of the shares issued and outstanding. |
