Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 1, 2023, the Company and the Operating Company issued 801,927 shares of Class A common stock, $0.01 par value per share (the "Class A Shares"), and 2,025,953 Class A common units (the "Class A Units"), respectively, to redeem certain equity interests in their subsidiaries. The Class A Shares and Class A Units were valued at a total of $9,663,220 and $24,412,734, respectively, based on the closing price of the Class A Shares on December 30, 2022.

The terms of the Class A Units are governed by the Operating Company's Fifth Amended and Restated LLC Agreement. The Class A Units are redeemable at the option of the holders, which redemption obligation may be satisfied by cash or newly issued shares of Class A common stock at the election of the Company (determined solely by its independent directors (within the meaning of the New York Stock Exchange rules) who are disinterested).

The Class A Shares and Class A Units were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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