<SEC-DOCUMENT>0000897101-25-000079.txt : 20250205
<SEC-HEADER>0000897101-25-000079.hdr.sgml : 20250205
<ACCEPTANCE-DATETIME>20250205180022
ACCESSION NUMBER:		0000897101-25-000079
CONFORMED SUBMISSION TYPE:	SCHEDULE 13G/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20250205

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BENTLEY SYSTEMS INC
		CENTRAL INDEX KEY:			0001031308
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		ORGANIZATION NAME:           	06 Technology
		IRS NUMBER:				953936623
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-92178
		FILM NUMBER:		25594757

	BUSINESS ADDRESS:	
		STREET 1:		685 STOCKTON DRIVE
		CITY:			EXTON
		STATE:			PA
		ZIP:			19341
		BUSINESS PHONE:		6104585000

	MAIL ADDRESS:	
		STREET 1:		685 STOCKTON DRIVE
		CITY:			EXTON
		STATE:			PA
		ZIP:			19341

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BENTLEY RICHARD P.
		CENTRAL INDEX KEY:			0001825764
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A

	MAIL ADDRESS:	
		STREET 1:		C/O VIDEORAY LLC
		STREET 2:		212 EAST HIGH STREET
		CITY:			POTTSTOWN
		STATE:			PA
		ZIP:			19464
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13G/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13g" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13G/A</submissionType>
    <previousAccessionNumber>0000897101-21-000076</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: BENTLEY RICHARD P. -->
          <cik>0001825764</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>


    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>4</amendmentNo>
      <securitiesClassTitle>Class B Common Stock</securitiesClassTitle>
      <eventDateRequiresFilingThisStatement>12/31/2024</eventDateRequiresFilingThisStatement>
      <issuerInfo>
        <issuerCik>0001031308</issuerCik>
        <issuerName>BENTLEY SYSTEMS INC</issuerName>
        <issuerCusip>08265T208</issuerCusip>
        <issuerPrincipalExecutiveOfficeAddress>
          <com:street1>685 Stockton Drive</com:street1>
          <com:city>Exton</com:city>
          <com:stateOrCountry>PA</com:stateOrCountry>
          <com:zipCode>19341</com:zipCode>
        </issuerPrincipalExecutiveOfficeAddress>
      </issuerInfo>
      <designateRulesPursuantThisScheduleFiled>
        <designateRulePursuantThisScheduleFiled>Rule 13d-1(d)</designateRulePursuantThisScheduleFiled>
      </designateRulesPursuantThisScheduleFiled>
    </coverPageHeader>
    <coverPageHeaderReportingPersonDetails>

      <reportingPersonName>Barry J. Bentley</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>69809155.00</sharedVotingPower>
        <soleDispositivePower>12038103.00</soleDispositivePower>
        <sharedDispositivePower>11263492.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>69809155.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>62.8</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>The 69,809,155 Shared Voting Power shares and the 11,263,492 Shared Dispositive Power shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

The 12,038,103 Sole Dispositive Power Shares includes (i) 1,397 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 and (ii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan.

The 69,808,155 Aggregate Amount Beneficially Owned by each Reporting Person includes the shares described in the two comments above as well as 274,135 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, including the 3,340,793 shares of Class A common stock beneficially owned by Barry J. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Barry J. Bentley individually beneficially owns 5.1% of the outstanding shares of Class B common stock.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>

      <reportingPersonName>Gregory S. Bentley</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>69809155.00</sharedVotingPower>
        <soleDispositivePower>6714694.00</soleDispositivePower>
        <sharedDispositivePower>11263492.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>69809155.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>62.8</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>The 11,263,492 Shared Dispositive Power shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

The 6,714,694 Sole Dispositive Power Shares include (i) 2,500,000 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A. as of the date hereof, (ii) 986,046 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 assuming Gregory S. Bentley's termination of employment on such date and (iii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan, and (iv) 137,512 shares of Class B common stock held by Gregory S. Bentley's spouse.

The 69,809,155 Shared Voting Power shares and the Aggregate Amount Beneficially Owned by Each Reporting Person include the shares described in the two comments above as well as  274,135 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, including the 1,926,509 shares of Class A common stock beneficially owned by Gregory S. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Gregory S. Bentley individually beneficially owns 2.8% of the outstanding shares of Class B common stock.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>

      <reportingPersonName>Keith A. Bentley</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>69809155.00</sharedVotingPower>
        <soleDispositivePower>16219155.00</soleDispositivePower>
        <sharedDispositivePower>11263492.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>69809155.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>62.8</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>The 11,263,492 Shared Dispositive Power shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

The 16,219,155 Sole Dispositive Power Shares include  (i) 295,910 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 and (ii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan.

The 69,809,155 Shared Voting Power shares and the Aggregate Amount Beneficially Owned by Each Reporting Person include the shares described in the two comments above as well as 274,135 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons, which are treated as converted into Class B common stock only for the purpose of computing the percentage ownership of Keith A. Bentley. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, including the 3,340,793 shares of Class A common stock beneficially owned by Keith A. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Keith A. Bentley individually beneficially owns 6.5% of the outstanding shares of Class B common stock.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>

      <reportingPersonName>Raymond B. Bentley</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>69809155.00</sharedVotingPower>
        <soleDispositivePower>15425343.00</soleDispositivePower>
        <sharedDispositivePower>11263492.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>69809155.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>62.8</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>The 69,809,155 Shared Voting Power shares and the 11,263,492 Shared Dispositive Power shares owned include Class A common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by Raymond B. Bentley into shares of Class B common stock.

The 15,425,343 Sole Dispositive Power Shares include (i) 112,394 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 and (ii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan.

The 69,808,155 Aggregate Amount Beneficially Owned by each Reporting Person includes the shares described in the two comments above as well as Shares owned include 274,135 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, including the 1,655,397 shares of Class A common stock beneficially owned by Raymond B. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Raymond B. Bentley individually beneficially owns 5.6% of the outstanding shares of Class B common stock.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>BENTLEY RICHARD P.</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>69809155.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>11263492.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>69809155.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>62.8</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>The 11,263,492 Shared Dispositive Power shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

The 69,809,155 Shared Voting Power shares and the Aggregate Amount Beneficially Owned by Each Reporting Person include the comment directly above and 274,135 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, including the 1,000,000 shares of Class A common stock beneficially owned by Richard P. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Richard P. Bentley individually beneficially owns 0.3% of the outstanding shares of Class B common stock.</comments>
    </coverPageHeaderReportingPersonDetails>
    <items>
      <item1>
        <issuerName>BENTLEY SYSTEMS INC</issuerName>
        <issuerPrincipalExecutiveOfficeAddress>685 Stockton Drive, Exton, PA 19341</issuerPrincipalExecutiveOfficeAddress>
      </item1>
      <item2>
        <filingPersonName>This statement is being filed by Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley.</filingPersonName>
        <principalBusinessOfficeOrResidenceAddress>The address of the principal business office (or, if none, the residence) of each person filing this Schedule is as follows:
Richard P. Bentley is located at c/o VideoRay LLC, 212 East High Street, Pottstown, Pennsylvania, 19464;
Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, and Raymond B. Bentley are located at c/o Bentley
Systems, Incorporated, 685 Stockton Drive, Exton, Pennsylvania, 19341.</principalBusinessOfficeOrResidenceAddress>
        <citizenship>United States of America</citizenship>
      </item2>
      <item3>
        <notApplicableFlag>Y</notApplicableFlag>
      </item3>
      <item4>
        <amountBeneficiallyOwned>The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, as disclosed in the Quarterly Report on Form 10-Q as filed by the Issuer with the Securities and Exchange Commission on November 7, 2024.</amountBeneficiallyOwned>
      </item4>
      <item5>
        <notApplicableFlag>Y</notApplicableFlag>
      </item5>
      <item6>
        <notApplicableFlag>Y</notApplicableFlag>
      </item6>
      <item7>
        <notApplicableFlag>Y</notApplicableFlag>
      </item7>
      <item8>
        <notApplicableFlag>N</notApplicableFlag>
        <identificationAndClassificationOfGroupMembers>See Exhibit 99.1</identificationAndClassificationOfGroupMembers>
      </item8>
      <item9>
        <notApplicableFlag>Y</notApplicableFlag>
      </item9>
      <item10>
        <notApplicableFlag>Y</notApplicableFlag>
      </item10>
    </items>
    <exhibitInfo>99.1 Item 8 Information
99.2 Joint Filing Agreement, dated February 14, 2023, among Richard P. Bentley, Keith A. Bentley, Barry J. Bentley, Gregory S. Bentley and Raymond S. Bentley, incorporated by reference to the Amendment No. 2 to the Schedule 13G filed by the Reporting Persons on February 14, 2023.</exhibitInfo>
    <signatureInformation>
      <reportingPersonName>Barry J. Bentley</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Barry J. Bentley</signature>
        <title>N/A</title>
        <date>02/05/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Gregory S. Bentley</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Gregory S. Bentley</signature>
        <title>N/A</title>
        <date>02/05/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Keith A. Bentley</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Keith A. Bentley</signature>
        <title>N/A</title>
        <date>02/05/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Raymond B. Bentley</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Raymond B. Bentley</signature>
        <title>N/A</title>
        <date>02/05/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>BENTLEY RICHARD P.</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Richard P. Bentley</signature>
        <title>N/A</title>
        <date>02/05/2025</date>
      </signatureDetails>
    </signatureInformation>
  </formData>

</edgarSubmission>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>bentley250088_ex99-1.htm
<DESCRIPTION>EX-99.1
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>




<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: right; background-color: white"><B>Exhibit 99.1</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center; background-color: white"><B>ITEM&nbsp;8&nbsp;INFORMATION&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 0; text-indent: 20pt">The Reporting Persons <FONT STYLE="letter-spacing: 0.2pt">and
certain of their permitted transferees are parties to an amended and restated stockholders agreement (the &#8220;Stockholders Agreement&#8221;).
The Stockholders Agreement provides that the parties thereto, by a majority vote, have the right to nominate a single slate of nominees
for election in each election of the Issuer&#8217;s board of directors. Each party to the Stockholders Agreement agrees to vote all of
such party&#8217;s shares to elect such slate of nominees to the Issuer&#8217;s board of directors, and no party to the Stockholders Agreement
will approve the removal of any director nominated by majority vote without the consent of the parties to the Stockholders Agreement voting
with the majority. In addition, the Stockholders Agreement provides that the parties to the Stockholders Agreement, by a majority vote
among them, shall determine the manner in which each party to the Stockholders Agreement shall vote all of the voting shares held by each
party to the Stockholders Agreement on all other matters at meetings of the stockholders of the Company. No person who is not a Bentley
or a permitted transferee thereof has the right to participate in any majority vote under the Stockholders Agreement.</FONT></P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 0; text-indent: 20pt"><FONT STYLE="letter-spacing: 0.2pt">The Stockholders
Agreement also sets forth certain restrictions on the ability of the parties thereto to freely transfer shares of the Issuer&#8217;s Class
A common stock, except for permitted transfers to family members, entities controlled by or for the benefit of such party or such party&#8217;s
family members, and parties taking a security interest in shares of the Issuer&#8217;s Class A common stock to secure indebtedness. In
addition, the Stockholders Agreement provides the parties thereto with (i) drag-along rights in the event the parties to the Stockholders
Agreement determine by a majority vote to sell all shares of the Issuer&#8217;s stock held by them, (ii) rights of first refusal in the
event a party to the Stockholders Agreement wishes to sell shares of the Issuer&#8217;s Class A common stock to a person who is not a
permitted transferee, and (iii) rights to purchase shares of the Issuer&#8217;s Class A common stock held by a party to the Stockholders
Agreement prior to their transfer by reason of bankruptcy or insolvency proceedings, attachment or garnishment, divorce or other involuntary
transfer (other than by reason of death).&#9;</FONT></P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 0; text-indent: 20pt"><FONT STYLE="background-color: white">The aggregate
number of shares beneficially owned collectively by the Reporting Persons is </FONT>69,809,155 <FONT STYLE="background-color: white">shares
of the Issuer&#8217;s common stock, which represents approximately 62.8% of the </FONT>combined voting power of the Issuer&#8217;s Class
A and Class B common stock <FONT STYLE="background-color: white">outstanding as of as of October 31, 2024, as disclosed in the Quarterly
Report on Form&nbsp;10-Q&nbsp;as filed by the Issuer with the Securities and Exchange Commission on November 7, 2024</FONT>. <FONT STYLE="letter-spacing: 0.2pt">Each
Reporting Person disclaims beneficial ownership of any shares of common stock held by various trusts of which his respective spouse, family
members, or third-party trustees serve as trustee.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
