| Offering Note |
| | | | (1) | Aggregate number of securities to which
transaction applies: As of December 8, 2025, the maximum number of securities
of the Company to which this transaction applies is estimated to be 42,836,126,
which consists of: | | | (a) | 36,833,825 shares of
the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), entitled to receive
the maximum payable per share merger consideration of $9.00 (which excludes any
Owned Company Shares and Rollover Shares); | | | (b) | 4,113,833 shares of the
Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the
Class A Common Stock, the “Common Stock”),
entitled to receive the maximum payable per share merger consideration of $9.00
(which excludes any Rollover Shares); | | | (c) | 1,363,134 shares of Class A
Common Stock underlying 3,433,644 outstanding stock appreciation rights that
are vested in accordance with their terms, which stock appreciation rights may
be entitled to receive the maximum payable per share merger consideration of
$9.00 minus any applicable base price (which excludes certain outstanding stock
appreciation rights that are subject to Support Agreements); | | | (d) | 411,934 shares of Class A
Common Stock underlying outstanding restricted stock units that will vest on or
before January 31, 2026, entitled to receive the maximum payable per share
merger consideration of $9.00 (which excludes certain shares of Class A Common
Stock underlying outstanding restricted stock units that are subject to Support
Agreements); and | | | (e) | 113,400 shares of Class A
Common Stock underlying non-employee director unvested restricted stock units,
entitled to receive the maximum payable per share merger consideration of $9.00
(which excludes certain shares of Class A Common Stock underlying unvested
restricted stock units subject to Support Agreements). |
| | | | (2) | Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it
was determined): Estimated solely for the purposes of calculating the filing fee,
as of December 8, 2025, the underlying value of the transaction was calculated
based on the sum of: | | | (a) | the product of 36,833,825 shares of Class A
Common Stock and the maximum payable per share merger consideration of $9.00; | | | (b) | the product of 4,113,833
shares of Class B Common Stock and the maximum payable per share merger
consideration of $9.00; | | | (c) | the product of 1,363,134
shares of Class A Common Stock underlying outstanding stock appreciation rights
and the maximum payable per share merger consideration of $9.00; | | | (d) | the product of 411,934
shares of Class A Common Stock underlying outstanding restricted stock units
that will vest on or before January 31, 2026 and the maximum payable per share
merger consideration of $9.00; and | | | (e) | the product of 113,400
shares of Class A Common Stock underlying non-employee director unvested
restricted stock units and the maximum payable per share merger consideration
of $9.00. |
| | | | | | In accordance with Section
14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was
determined by multiplying the sum calculated in the preceding sentence by
0.00015310. |
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