Smith Fred Julius III sold ROAD

Footnotes

Each share of Class B common stock, $0.001 par value ("Class B common stock"), of the Issuer is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.; The reporting person previously transferred 60,000 shares of Class B common stock from his direct holdings to FJS3 ROADventure, LLC. The reporting person was the sole member and sole manager of FJS3 ROADventure, LLC at the time of such transfer. Such transfer was exempt from reporting pursuant to Rule 16a-13 because it resulted in a change in form of beneficial ownership but no change in the reporting person's pecuniary interest in such shares of Class B common stock. The reported transaction reflects the subsequent transfer of certain non-voting ownership interests in FJS3 ROADventure, LLC from the reporting person to a trust established for the benefit of the reporting person's wife and children. FJS3 ROADventure, LLC continues to hold the shares of Class B common stock.; The reported shares are held by a limited liability company for which the reporting person serves as the sole manager, and, in such capacity, has the sole power to vote and direct the disposition of the shares.