Mario Investments LLC - 29 Oct 2024 Form 4/A - Amendment Insider Report for MRC GLOBAL INC. (MRC)

Footnote F1

This statement is being filed jointly by Mario Investments LLC ("Mario"), Cornell Capital Special Situations Partners II LP ("Cornell Special Situations II"), Cornell Capital GP II LP ("Cornell GP II"), Cornell Investment Partners LLC ("Cornell Investment Partners") and Henry Cornell ("Mr. Cornell" and, together with Mario, Cornell Special Situations II, Cornell GP II and Cornell Investment Partners, the "Reporting Persons"). Mr. Cornell is the sole member of Cornell Investment Partners, which is the general partner of Cornell GP II, which is the general partner of Cornell Special Situations II, which is the sole member of Mario.

Footnote F2

Mario is the direct beneficial owner of these shares of the 6.50% Series A Convertible Perpetual Preferred Stock (the "Series A Preferred Stock"). Cornell Special Situations II, Cornell GP II, Cornell Investment Partners and Mr. Cornell are indirect beneficial owners of these shares of Series A Preferred Stock. The Reporting Persons are directors by deputization of the Company as a result of Mr. Cornell's status as a director of the Company. After consummation of this transaction, none of the Reporting Persons, other than Mr. Cornell, continue to hold any equity interests in the Issuer.

Footnote F3

The Series A Preferred Stock is convertible at the option of Mario at any time after the Issuance Date and, under certain circumstances, as required by the Issuer, into shares of Common Stock at an initial conversion rate of 55.9284 shares of Common Stock for each share of Series A Preferred Stock, which represents an initial conversion price of approximately $17.88 per share of Common Stock, subject to adjustment for stock splits and other similar corporate transactions. The Series A Preferred Stock does not have an expiration date.

Footnote F4

On October 15, 2024, Mario entered into a Preferred Stock Repurchase Agreement (the "Repurchase Agreement"), pursuant to which Mario agreed to sell all of the 363,000 shares of Series A Preferred Stock beneficially owned by Mario (the "Repurchase"). The Repurchase was consummated on October 29, 2024. The aggregate purchase price for these shares under the Repurchase Agreement was $361,185,000, plus payment of all accrued dividends in an amount equal to $3,951,252.60.

Footnote F5

Each of the Reporting Persons disclaims beneficial ownership of the securities reported in Table II except to the extent of its pecuniary interest therein, if any.