Risk Factors Update Summary

• The Tax Receivable Agreement requires substantial cash payments to Hoya Topco for certain tax benefits.
• Our goodwill was approximately $718 million, constituting 51% of total assets, as of December 31, 2023, compared to $947 million, 61% of total assets, as of December 31, 2022. This could adversely affect our financial results.
• Various states enacted comprehensive privacy statutes effective in 2023, potentially increasing compliance costs.
• The company ceased to be a "controlled company" on November 3, 2023, and will rely on exemptions from certain Nasdaq corporate governance requirements.
• We acquired Wavedash in September 2023 and Vegas.com in November 2023. These acquisitions involve inherent risks, including integrating new lines of business and operating in new markets.
• The company's organizational documents and regulatory rules may delay or prevent acquisition by a third party.
• The company's total indebtedness increased from $272 million to $273 million as of December 31, 2022.
• The company must have a majority of independent directors on its Compensation and Nominating and Corporate Governance Committees by the one-year anniversary of November 3, 2023.
• Our financial performance varies significantly due to seasonality and operational factors, impacting financial results from quarter to quarter and year to year.
• Interest rates rose by over 400 basis points in 2022 and 100 basis points in 2023.
• The exclusive forum provisions require lawsuits against directors and officers to be brought in specific courts.
• The exercise of outstanding warrants could increase the number of shares of Class A common stock and result in dilution to stockholders.
• The Private Equity Owner's voting power decreased from controlling 60% to 36% of outstanding common stock.
• The company has a material weakness in internal control over financial reporting and is implementing new controls and processes.
• Competition for qualified employees in Chicago, Dallas, and Toronto may impact our ability to attract and retain talent.
• Our business may be adversely affected by extraordinary events, such as terrorist attacks, natural disasters, and severe weather events, impacting live event demand.
• Our success depends on the continued service of key technical employees and skilled personnel, failure to retain them could adversely affect our business.
• We rely on the experience and expertise of key personnel, and failure to retain, motivate, or integrate them could have an adverse effect on our business.