Preferred Shares

Opening balance April 5, 2024 (Post SEA Merger): 160,589,446
Current Balance: 51,882,782 (Mar 31, 2025)

The Series 1 Preferred shares are a Restricted Share and DO NOT entitle the holder to any preferential rights in the case of dissolution, liquidation, or winding-up of EXRO.

January 29, 2024 Article 29 from merger agreement: Rights or Restrictions of Preferred Shares
• Not entitled to vote unless in regards to dissolution, liquidation, or winding-up of EXRO [same weight as a common share vote in those circumstances]
• In the case of dissolution, liquidation, or winding-up of EXRO, the holders of the Series 1 Shares will be entitled to participate pari passu [with equivalent rights] with the holders of the Common Shares. The Series 1 Shares will be economically equivalent to the Common Shares in all respects.
• Conversion to common shares:
  • Convert at a 1:1 ratio
  • May only convert by supplying a declaration to sell the underlying shares on a stock exchange in one or more transactions that are not pre-arranged with a non-arms length acquiror
  • Will convert at the holder’s option in the case of a formal take-over bid by a bona-fide third party
  • Convert automatically:
    • (any remaining preferred shares) 5 years after merger completion
    • If less than 20% of all issued series 1 shares remain outstanding
    • If a person other than a ‘Permitted Holder’ acquires more than 50% of the issued outstanding common shares
    • ** “Permitted Holders” means (a) the stockholders of SEA Electric Inc. immediately prior to the Closing and (b) any person controlled, directly or indirectly, by one or more of the persons referred to in (a)
• Any split or reverse split will apply to Preferred shares at the same ratio
• Any distribution, spin-off, or other economic value received by common shares will apply to the preferred shares.
• AGAIN: The Series 1 Preferred shares are a Restricted Share and DO NOT entitle the holder to any preferential rights in the case of dissolution, liquidation, or winding-up of EXRO.

Apr 5, 2024 [ Opening Balance: 0 — Closing Balance: 160,589,446 ]

• 160,589,446 shares issued in SEA merger transaction

Jun 30, 2024 [ Opening Balance: 160,589,446 — Closing Balance: 160,589,446 ] (No Change)

Sep 30, 2024 [ Opening Balance: 160,589,446 — Closing Balance: 160,589,446 ] (No Change)

Nov 13, 2024 [ Opening Balance: 160,589,446 — Closing Balance: 94,991,855 ] 65,597,591 shares converted to common between September 30 an November 13

March 31, 2025 [ Opening Balance: 94,991,855 — Closing Balance: 51,882,782 ] 43,109,073 shares converted to common between November 13 and March 31, 2025