BRC Group Holdings, Inc. - 10 Aug 2023 Form 4 Insider Report for Arena Group Holdings, Inc. (AREN)

Footnote F1

This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Investments, LLC, a Delaware corporation ("BRFI"), and Bryant R. Riley.

Footnote F2

BRF is the parent company of BRS, BRPI and BRFI. As a result, BRF may be deemed to indirectly beneficially own the securities of The Arena Group Holdings, Inc. (the "Issuer") held of record by BRS, BRPI and BRFI. BRF expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein.

Footnote F3

Bryant R. Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRS, BRPI and BRFI. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRS, BRPI and BRFI. Bryant R. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.

Footnote F4

Represents shares held directly by Bryant R. Riley.

Footnote F5

Subject to the conversion limitation described in the next sentence, the reported security is convertible into common stock of the Issuer at any time, and has no expiration date, but is subject to mandatory conversion on the fifth anniversary of the issuance date. The reported security is subject to a conversion limitation that prohibits the Issuer from effecting a conversion of the reported security into common stock if giving effect to the conversion would cause the holder to beneficially own (together with its affiliates or any "group" members) in excess of 4.99% of the common stock (or, upon notice by the holder, in excess of 9.99% of the common stock).

Footnote F6

Pursuant to the Issuer's Amended and Restated Certificate of Incorporation and to the Securities Purchase Agreement, entered into by the Issuer and each Holder on or about August 8, 2018, the Reporting Person's shares of Series H Preferred Stock were converted into shares of the Issuer's Common Stock on August 10, 2023. The number of shares of Common Stock that the Reporting Person received as a result of this mandatory conversation process reflected the reverse stock split of the Issuer's Common Stock effected by the Issuer in 2022 (i.e., 22 shares of Common Stock converts into 1 share of Common Stock).

Footnote F7

Represents 1,000,000 shares of Common Stock previously held by BRS and subsequently transferred to BRFI.