Teshy

It is 12 pref Bs to get to a reasonable level. The beauty is it doesnt even hurt pref B nor ords that much. It shows you it is all possible. Don't let them blame you $tzrop holders for this - "if this does not work it is all your fault". It is the ords that need to be willing to share the pain. And they were also the ones responsible for where we are today. Green line is @ 12 prefs I am not going to ask for 20-30 prefs @Alan_Konevsky @tZERO to extort the position. Just a reasonable zone to get this over with and move fwd.

@tZERO is seeking the consent of all tZERO holders to enable the conversion of TZROP security tokens into tokenized Series B preferred equity, strengthening alignment with long-term shareholders and supporting potential future capital formation and strategic transactions. If approved, the proposal would: • provide TZROP holders with equity participation in future value creation • simplify tZERO’s capital structure • support a potential up to $10M capital commitment from @BedBathBeyond Resulting Series B shares are expected to remain tokenized and custodied on-chain within tZERO’s regulated infrastructure, with planned semi-annual, auction-based liquidity opportunities over time. If you are a TZROP holder, please visit our secure voting portal, available here, to learn more about our proposal and to cast your vote. Voting ends at 5:00 p.m. EDT on April 28. 2026. Link to full release in the comments section.

My conclusions without further details on the cap table regarding the @tzero conversion. 1. The liquidation preference of B is a non meaningful position at c.USD2. There preference should be the initial capital raised at c.130m. That is when tzrop has been made whole 2. The converted B only participates at c.11% of the proceeds while the ordinaries remain to have almost 50% of the economics. This should be the other way around $tzrop holders will be made whole at c.1bn valuation in the current proposal. Here pref B makes c.4x and the ordinaries a killing at 500m. This is highly skewed to the favor of the ordinaries. Note that the parties voting here and holding large positions in $tzrop like $bbby hold more exposure in the ordinaries. So I suggest you do your own work. More structured disclosure is required from the Board of @tzero and @Alan_Konevsky . The Board has a fiduciary duty towards all capital providers here. Especially retail who is heavily invested in the instrument. Simple majority maybe but this should be contested given the holder dynamics. This is an instrument issued under Delaware law. My suggestion is not to vote yet until there is more disclosure. We as $tzrop holders are new to the cap table dynamics and should be informed accordingly.

@Alan_Konevsky @SunshineX2020 @JeroenMensen @tZERO @AlderLaneEggs @marcuslemonis @fleckcap @StephaneDeBaets @HumbleandH Trying to solve 3 issues with a 1 stroke of pen. Solve these issues independently. 1) Unify financial investors classes so everyone has fair equity rights 2) Define new equity rights to ensure added capital has equitable risk/reward profile 3) Update FY26 Equity Incentive Plan

@tZERO @marcuslemonis #TZROP #TZERO #Tzero_Bros I've gotten a lot of DMs asking how I feel and how I'm going to vote, so here it is. I'm a practical person. I want what's best for tZERO. I believe the conversion is necessary to move the company forward. I think @fleckcap on the board is a good move, and I still very much believe in @Alan_Konevsky. I think the current tZERO team can execute on their vision; if I didn’t believe that, I wouldn’t care here. I get that you can't make everyone happy. Let me be clear: I am only a TZROP holder. I have no equity in tZERO. I've never worked for tZERO. I've never received any compensation from tZERO. That said, my vote right now is NO. Not because I’m against the conversion, but because the terms aren’t good enough for me. Improve the ratio, and my vote will change immediately. I’m not sure my vote matters, but I’m someone who believes in honor and integrity. Right or wrong on this vote, once this is resolved, I will continue to support tZERO. Sincerely, Humble