Exchange Agreement On April 12, 2025, SB Northstar LP entered into an exchange agreement with the Issuer (the "Exchange Agreement"), pursuant to which SB Northstar LP agreed to exchange $533,884,514 aggregate principal amount of the Convertible Notes for (i) 6.00% senior secured notes due 2028 in the aggregate principal amount of $155,000,000 (the "Senior Secured Notes") and (ii) a cash payment of $110,000,000. The Exchange Agreement is expected to close on April 28, 2025. Pursuant to the Exchange Agreement, provided that closing has occurred, from June 1, 2025, for so long as SB Northstar LP and its affiliates continue to hold, in the aggregate, either: (i) at least 25% of the initial aggregate principal amount of the Senior Secured Notes; or (ii) at least 12% of the sum of the outstanding shares of the Class A Common Stock, Class B Common Stock and Class C Common Stock, calculated on a fully diluted basis, SB Northstar LP shall have the non-transferable right to appoint one person (the "Board Observer"), by written notice to the Issuer, to attend and observe in any regular meeting (including any regular meeting of any standing committee of the Issuer's board of directors (the "Board")), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof) at any such meetings. The Board Observer shall not be permitted to volunteer or table any suggestions at any such meeting, but shall be present in his or her capacity as observer only. The Board Observer and SB Northstar LP agree to hold in confidence all non-public information regarding the Issuer obtained by or from the Board Observer in their capacity as Board Observer and, prior to attending their first meeting or receiving any material related thereto, the Board Observer and SB Northstar LP shall execute a confidentiality agreement in a form reasonably acceptable to the Issuer, pursuant to which, among other things, each of the Board Observer and SB Northstar LP shall agree to maintain and procure the maintenance of the confidentiality of information obtained pursuant to the terms of the Exchange Agreement. Under certain circumstances, as described further in the Exchange Agreement, the Issuer shall have the right to exclude the Board Observer from access to any material or from attendance at a meeting of the Board or standing committee, or portion thereof. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.