Boston Omaha : Code of Business Conduct and Ethics Waiver

Code of Business Conduct and Ethics Waiver

On May 9, 2024, the Board of Directors (the "Board") (with Alexander B. Rozek ("Rozek") recusing himself from such action), based on the unanimous recommendation of the Audit and Risk Committee, of Boston Omaha Corporation, a Delaware corporation (the "Company") granted a waiver to the Company's Code of Business Conduct and Ethics (as amended and restated to date, the "Code of Ethics") with respect to the May 9, 2024 repurchase by the Company from Rozek and Boulderado Partners, LLC, an entity controlled by Rozek, of (i) 210,000 shares of Company Class A common stock, par value $0.001 per share, (ii) 527,780 shares of Company Class B common stock, par value $0.001 per share and (iii) 51,994 warrants to acquire 51,994 shares of Company Class B common stock, in connection with Rozek's departure from the Company, as described in more detail in the Company's press release dated May 10, 2024 and corresponding Current Report on Form8-K,filed with the Securities and Exchange Commission on May 10, 2024(the "Transaction"). Rozek was a member of the Board and Co-Chief Executive Officer of the Company. After consideration of the terms and conditions of the Transaction, as well as the particular facts and circumstances surrounding it, the Board determined that a waiver of the Code of Ethics with respect to the Transaction was appropriate.

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