Let's fire up the rebounder sales? Keeps internal staff busy and less aware of company tensions and pressure...

I would like to see all the profit on these (both Ed & SBST) go to Chris, Hammer, Jerico, and Shirlen... as we sort through the equipment...

$149 sale, we profit $63 ($31.5 each) · $169 sale, we profit $83 ($41.5 each) · $189 sale, we profit $103 ($51.5 each)

I had rebounders bringing in about $59K on the 400+ sold over November–mid January. I think a $25k check to SBST... will help us feel better about not having access to any funds / compensation while we push through these and figure things out. We will split 50/50 after the costs below.

Also, I think it will go a long way with Nate to plan for a $70k cut on what was going to be the shared cost... then you can just release it to him? I imagine you can break it up over the next couple of months.

Summary: start selling rebounders... $25k to South Bay to get closer to resolved initial order/400 sold · $70k to Nate (not necessarily in one shot) to hopefully resolve the camp budget · Target $60k revenue on these coming orders to elevate pressure and allocate profit to Ed's staff.

Notes from text messages 1/25/26 and information and documents requested last Thursday.

Any word on the P&Ls that were being produced last week.

Also please send over to Nate, Adam and myself… and all the stuff you filed:
1. PIIA
2. What documents were drafted by Patrick?
3. All USPTO filings the company has
4. Documentation of Nate's invite to your lawyer meeting
5. IP specialist name and office and paperwork. Was Nate there?
6. Patrick's office and full name and credentials. He's Nate's personal lawyer too? and business? Whose contact was he originally.

More to come. All simple documents. I don't want to add workload but we really need to understand the documentation referenced in our agreement and investor materials. Many which are still available online today to anyone with a link.

Nate said he doesn't even know a Patrick. Is this same Patrick involved with Tony H. removal? Same guy that was working on our agreements? I think Matt said he doesn't do IP? Maybe that's where the specialist comes in?

I'm honestly surprised Patrick wouldn't have made sure Nate was aware of more of this, or advised on matters involving Nate's IP and license without Nate being involved. As long-time corporate counsel, advising on governance or the President's IP without notice or inclusion wouldn't be standard practice.

Note the date and time of meeting is something that should be very easy to produce. I'm surprised you asked for email addresses which were provided and we can't get details of a meeting?

We imagine with Nate's busy schedule the corp set Nate up with a channel or way to access documents and files. Is there a shared files cloud platform or at least emailed? We don't think any files shared with me have Nate's address listed. Moving forward let's make sure El Presidente Nate can have some access to company docs and information.

You've expressed desire to work something out but cannot provide any information to us or Nate. Please advise.

Matt — following up after reviewing the Delaware status report below.

You mentioned that as of Friday, EdTech was in good standing and that this wasn't a significant issue. We disagree, and here's why:

As of 3/2/25, the company is listed as AR delinquent with tax due. That suggests the company was not in good standing for a substantial portion of the year — three out of four quarters. Given the number of required annual and quarterly filings, it's difficult to understand how this could be the only missed obligation.

This raises several questions we need clarity on: The company filed amendments during this period. Were those amendments executed while the company was not in good standing, and if so, are they valid? What exactly was amended, and when were those documents signed relative to the company's status? Company was moving full speed toward a StartEngine raise, including preparing to publicly raise money in Nate's name, yet the company was not in good standing at the time. That's a serious concern.

Separately, there are issues around public-facing representations: The website edits removing fabricated MLB player quotes — which Nate specifically asked Greg to correct — were only made last week? Similar to the bad standing, changes only made after we called attention to it. Until then, investor materials, webpages, and pitches continued to feature those quotes. Greg, Nate asked directly for those changes to be made. Why were they not addressed sooner? Nate has been largely excluded from ongoing communications, yet the one governance-related request he made was ignored.

Taken together, these issues raise real concerns around oversight, compliance, and decision-making — especially given Nate's name, reputation, and personal risk exposure. We'd appreciate your perspective on all of this and clear answers to the questions above so we can understand how these issues occurred and how things are being cleaned up.

Did Nate ever get a copy or a summary of the CPA formal review?

Questions for clarification: Did Nate actually receive a copy of the CPA formal review that was completed and provided in August? If not the full review, did he receive a written summary? Very little — if anything — was discussed about the CPA review during the roughly two hours per week we met as an executive team. Can you clarify why that work wasn't meaningfully reviewed or presented at that time? My understanding is that CPA formal reviews are fairly costly. Can you confirm the approximate cost of that review? Are the costs associated with the CPA review, along with outside legal meetings and related professional services, being included in the "shared legal costs" the corporation is asking Nate's camp division to pay? If so: which specific costs are included, when they were incurred, who approved them, and how they are being allocated?

— Greg's entire reply, 12:14 AM: "For StartEngine."

Matt and Greg — following up after conversations within the last few hours with Nate, by phone and text. Based on those discussions, it is our understanding and belief that the following reflects Nate's wishes in his role as President and Majority Shareholder, and we personally agree with this approach.

The priority right now is to keep normal operations moving so nothing is disrupted. This includes continuing existing camps, training, product sales (including rebounders), and ongoing app and digital activity. The focus is on ensuring employees are taken care of and that the business continues operating responsibly while things are sorted out.

At the same time, there is a desire to take a short pause on signing new documents, approving major purchases, making structural or program changes, or engaging in legal or investor discussions without Nate's direct knowledge and involvement. Until current expenses, commitments, and plans are clearly documented and reviewed with the full group, any new initiatives or material decisions should go through communication channels that include everyone.

From a runway standpoint, based on recent conversations, it appears there is sufficient coverage through existing revenue to handle the near term. There is no need to rush into extreme measures or financing decisions right now, including anything that would place personal assets at risk. If needed, we are open to discussing ways to support an additional month or two while expenses are organized and a clean transition plan is put together.

The intent here is not to slow progress, but to create clarity and alignment so decisions can be made thoughtfully and in everyone's best interest. The goal is straightforward: protect the people involved, ensure investors are fully informed, stabilize operations so divisions are not losing money unnecessarily, and then move forward executing on what was originally set out — the camps, academy, products, the app, and the broader digital strategy.

At the core of all of this, everyone involved — Tony, Adam, Greg, Matt, the staff, and investors — is here because of Nate. Players, families, alumni, coaches, Wade, and partners are here because of Nate. It is important that his vision and guidance are fully captured as we move forward. There is time to do this the right way. A short pause now sets us up to execute cleanly and finish this the right way.

Following today's discussions with Nate, including my phone call with Greg this evening, and in alignment with the governance pause that was communicated, we want to clearly outline how the Trosky brand and related activities should be handled during this interim period.

As the holders of the master Trosky license, our intent is not to disrupt day-to-day operations, but to provide clarity and consistency while alignment and next steps are being worked through. As discussed, we are granting permission for normal operations to continue during this period and are focused on doing whatever it takes to take care of employees, coaches, families, and partners while things are sorted out.

Through this interim period (initially through mid-February, with the expectation it may be extended as needed): existing operations may continue as they have been, including ongoing camps and training already in progress, product sales including rebounders, existing app and digital activity, normal employee operations and fulfillment. At the same time, all external communications under the Trosky name are to be paused unless coordinated through shared channels that include the full group: communications with organizations, partners, or third parties; conversations with potential investors; conversations with existing investors; any organizations, investors, or groups that were previously contacted, discussed, or engaged under the Trosky brand.

To be clear, this pause applies regardless of whether a relationship already exists. Previously contacted groups should not be approached separately or reframed into new initiatives, programs, or ventures during this period without coordination and inclusion of the full group.

The purpose of this is simple: prevent confusion or mixed messaging; ensure consistency with Nate's guidance and vision; allow time to clearly document current operations, expenses, and plans; protect employees, coaches, families, alumni, partners, and investors; most importantly, act in Nate's best interest. This is intended as a temporary coordination measure, not a shutdown. There is time to do this the right way.

— Trosky Brands · Tony S. · Adam V. · South Bay Training LLC

Greg, I really appreciate the openness and transparency during our phone conversation last night.

I wanted to follow up to clarify one point you raised so there's no misunderstanding going forward. You mentioned that Nate would need to sign an indemnity or responsibility-based document, and that this had been raised in conversations with a few investors. We think it's important to pause and clarify that framing now.

Based on our conversations with Nate, we know he should not be signing any indemnity or similar document. Introducing one at this stage could be interpreted as implying that he had knowledge, access, or responsibility for matters he did not control or have full visibility into at the time. Even if some investors were comfortable with the idea, signing something like this would create unnecessary personal risk for Nate and would not accurately reflect the situation. For that reason, there shouldn't be any document of this sort, nor should it be presented as something Nate "needs" to do.

It's also worth noting that our reputations — built over nearly two decades of work — are very much on the line here as well. Between Ryan's investment and others tied directly to us, we're close to 25%+ of the capital raised, and we don't see why, given our history with Nate, our knowledge of the situation, and our long-standing relationship with the brand, we wouldn't be an asset in discussions with investors moving forward.

On investor communication, it's important that messaging is factual, coordinated, and consistent, and that it does not suggest this situation resulted from something Nate failed to disclose or communicate. Our view is simply that we should stop the indemnity path here and keep the process clean, accurate, and forward-focused.

— Greg, 1:47 AM: "Agreed on factual going forward. Thanks, Tony. We're doing our best."
— Tony, 9:01 AM: "Nate should not be signing anything at this point without extensive review, and there are no need, expectation, or requirement for him to sign anything simply to 'reset' the past. The reasons for that date back several years and continue to be relevant."

The good news is that the company does not need external financing to continue operating. I imagine at this stage all that's needed is a cleanup and refinement of its structure, governance, and overall setup so the business can move forward in a clean and aligned way.

As we've looked more closely at SBA requirements and standard corporate practices, it's become clear that pursuing SBA or similar third-party debt would create significant risk for Nate in his role as President and majority shareholder. These types of loans require formal corporate approvals and often personal guarantees, and moving in that direction would expose him to obligations and downside risk that simply aren't appropriate given the current situation. Because of that, this isn't a path the company can responsibly pursue.

With revenue in place and the ability to retain employees, the focus should be on internal cleanup: clarifying authority and decision-making, simplifying the structure, and putting the right framework in place to support ongoing operations without introducing unnecessary personal or corporate risk.

We're writing to clearly state the current situation as it stands and what needs to occur going forward.

Over the last roughly 60 days, Nate has been traveling extensively — close to 30 to 40 of those days — largely tied to events, appearances, and activities that directly generate revenue for the company. During that same period, multiple legal, strategic, and investor-related discussions occurred without Nate's participation, knowledge, or ability to attend. These were not informal check-ins; they included separate conversations and meetings that materially impact the company and Nate personally. As a result, Nate is not currently up to speed on many core aspects of the business.

Most concerning, investor discussions took place regarding indemnification without Nate's involvement. Those conversations directly affect Nate's personal exposure and responsibilities as President, yet he was not informed or included at the time they occurred. In the last meeting Adam and I had with Matt, there was also an effort to shift responsibility toward Nate for matters that were discussed or advanced without his participation. More recently, during a phone call with Greg, Nate was again pushed toward signing an indemnification clause — despite not having visibility into the underlying investor discussions, documentation, or representations being made. That puts Nate in an untenable position: being asked to assume liability for actions and decisions he was excluded from.

At this point, Nate has been clear that he does not have sufficient visibility into several fundamental matters, including the company's valuation, overall share structure and ownership, added or reallocated shares, investor investments and cap tables, board procedures and authority, recent amendments and filings, PIIAs, USPTO activity, StartEngine disclosures, employee planning and communications, and access to shared files, contracts, and documentation. These gaps exist despite Nate serving as President and despite the company continuing to operate, raise capital, and make external representations.

There are also foundational operational and financial items that remain unresolved and must be addressed before moving forward with anything — especially board meetings or board-level decisions. These include accurate and complete P&Ls, finalized camp budgets for events Nate personally provides and is responsible for, clear agreement around the equipment division, and alignment around employee planning and communications.

We do appreciate the recent cooperation on certain website edits, including addressing the Bobby W. quote. At the same time, the need for that correction reinforces a broader issue: information and decisions have, at times, moved forward without Nate's full involvement or consent.

The last meaningful conversation on these issues was a Zoom meeting that Adam and I were on with Matt. During that discussion, it was clearly stated that Nate, Matt, and Greg needed to meet together to review concerns and key issues before moving forward, and that Adam and I would be included in that conversation. That meeting never occurred. Instead, similar to other situations over the last quarter, matters continued moving forward outside of the agreed process.

There is also a broader concern around direction. The company has materially drifted from Nate's stated vision. Nate has consistently been clear that the focus should remain in and out of the infield — instruction, development, and identity rooted in that core foundation. Over time, that focus has diminished, along with the emphasis on the brand's history and the role of Grandpa Hall.

Given all of this, the immediate priority is for Nate to become fully informed. This is not about delay or avoidance — it is about responsibility and fiduciary duty. Nate has spent a significant portion of the last two months generating revenue for the company. It is reasonable, and fair, that he now be given comparable time — 30 to 60 days, and if necessary up to 90 days — to review company financials (historical and current), contracts, amendments, resolutions, filings, investor materials, and disclosures; to understand the full structure and obligations of the business; and to obtain legal guidance if and when he determines it is appropriate.

This timing is entirely consistent with the company's bylaws and with StartEngine disclosures emphasizing informed governance and accurate representation. It should also be stated plainly that, independent of governance considerations, we have the right to access information under our license — a right that has now been acknowledged. As President, Nate must have access to all financials, contracts, amendments, investor materials, and related records.

Based on conversations with Greg, there is sufficient runway to keep operations moving in the interim, including continuing rebounder sales. There are multiple viable paths forward for the company.

Importantly, the right course of action here is to allow Nate's long-standing partners — people he has worked with for 15 to nearly 20 years, who have a proven track record and have consistently demonstrated that they act in his best interests — to help communicate clear paths forward to investors, employees, and executives. That experience and continuity is an asset, not a risk.

There is time. Significant time has already been invested, including nearly two years following the company's restructuring and reformatting. The notion that there is suddenly "no time" to proceed carefully, transparently, and correctly does not align with the company's history or reality.

During this period, meetings and conversations can continue on an information-sharing basis only. However, no material governance, equity, legal, structural, or investor-related actions should be taken without Nate's full participation and consent. Proceeding otherwise would place Nate in the position of being asked to make — or stand behind — uninformed decisions, which is not appropriate for someone serving as President.

Much of the investment in this company is tied directly to Nate's name, reputation, history, and long-standing work in this space. The sole intent here is to get Nate fully informed, re-aligned with the company's direction, and in a position to help stabilize, maintain, and improve the business for employees, investors, and all parties involved. Until that occurs, it is only reasonable that no board meetings involving substantive decisions take place.

— Trosky Brands · Tony S. · Adam V. · South Bay Training LLC · Friends and business partners almost 20 years with Nate T. working side by side. Hundreds of events, thousands of players.

We want to clearly state our position and expectations as it relates to alignment with Nate, the history of this business, and what is reasonable given the current circumstances.

A meaningful portion of the company's investment — approximately 25% — is tied directly to our teams, our customers, and long-standing personal relationships. This is not abstract value; it represents real customer rollover, direct engagement, and trust that has been built over many years. Internal reporting tied to the app in both 2024 and 2025 reflects that same reality.

Throughout this process, our actions have been guided by one principle: acting in Nate's best interest. That has been consistently understood, acknowledged, and reinforced — including in recent conversations with Greg. We have worked with Nate for nearly two decades, we understand how he operates, and we understand the realities of his life, commitments, and decision-making process.

There has already been substantial time invested in this company, including nearly two years following the restructuring and reformatting of the business. During that period, we have repeatedly prioritized stability and alignment over short-term revenue, even when revenue opportunities were available. Given that history, the idea that there is suddenly no time to proceed carefully and transparently does not align with reality.

What is reasonable is allowing time now — 30 to 60 days — for Nate to get fully informed and protected, and for us to continue supporting that process in a constructive way. This is not about asserting control or slowing momentum. It is about ensuring that decisions are made with full context, accurate information, and alignment with the person whose name, reputation, and relationships underpin a large portion of the business.

There are viable paths forward. The business can continue operating during this period, including core divisions like rebounders, with discipline and clarity. That may require short-term restraint, including around executive compensation, but that is not unusual at this stage.

Our request is simple and reasonable: time to align, time to understand what is actually happening, and time to do this the right way with Nate fully involved.

Matt, I'm not trying to bombard you. I really just want to get information going back and forth and move this thing forward, but we really need to start getting some information. Again, I want to take things off your plate and make things stress-free! As well as Nate!

To help Nate complete a full and informed review, I'm assisting with gathering and organizing company information on his behalf. When you have a moment, could you please provide the following for January 2025 through present:

• Bank statements for all company bank accounts
• All Bill.com transaction records (including payment details and counterparties)
• All Stripe transaction records (including payouts, fees, and reserves)
• The most recent Profit & Loss statements, including any divisional or segment-level P&Ls currently maintained (across all divisions)

Also, are there other accounts — bank savings, checking, brokerage? Where did the recent SAFEs get deposited?

Time is of the essence, and getting these over promptly will help ensure Nate can complete his access and review efficiently and make any necessary decisions with full visibility. I'm only assisting with collecting and organizing materials for Nate's review — no decisions are being made at this stage.

Nate has made it clear that Tony and Adam have been trusted business partners for over 16 years and have always acted in good faith and in his best interests.

Discouraging him from speaking with or including long-standing advisors of his choosing is not appropriate and is not in the company's best interest. Nate is fully entitled to consult with people he trusts as he evaluates information and prepares for decisions. Any suggestion otherwise is inaccurate and should be corrected.

What do the investors think of all this? Please advise.

— Resent 2/1 to Ryan M.: "This is a simple yes or no question: Are investors currently receiving updates and aware of the situation — yes or no? Separately, can you clarify why Patrick is communicating on behalf of the company and directing what Nate can and cannot do, including statements about his shareholder status?"

With Ryan's departure and as part of getting the company fully aligned and stabilized, we need clarity on several items related to SAFE financings, investor disclosures, and governance. These are straightforward compliance questions that should have clear answers.

SAFE Structure & Equity Status: 1. Can you confirm whether any instruments labeled "SAFE Financings" were treated as actual equity issuances, or whether all SAFEs remain unconverted, non-equity instruments? 2. If any SAFEs were treated as equity (explicitly or implicitly), when did that occur and under what authority?

Board Approval & Documentation: 3. Is there a clean, board-ratified reconciliation showing all money received, which instruments are convertible vs. financing, any cancellations, amendments, or side letters? 4. For each SAFE, can you confirm whether formal board approval was obtained and documented at the time of issuance?

Investor Disclosure & Fairness: 5. Were earlier SAFE holders informed that later investors received different or improved terms (e.g., discounts, caps, classifications)? 6. Have any investors been led to believe their SAFE represents current ownership rather than a future conversion right?

Cap Table & Dilution Integrity: 7. Is the current cap table fully reconciled and reflective of all outstanding SAFEs, any canceled or duplicated instruments, any changes post–July 2025? 8. Would the current cap table withstand diligence from a sophisticated investor, acquirer, or regulator without material restatement?

Governance & Controls: 9. Was the board exercising substantive review and control over SAFE issuances, or were approvals handled informally? 10. With the CFO role currently vacant, what interim controls are in place to ensure accuracy of financial reporting and investor communications?

These questions are not about fault — they're about ensuring investors are treated consistently and transparently, the company is not exposed to avoidable regulatory or fiduciary risk, Nate's position as President and majority shareholder is protected, and future financings or strategic actions are built on a clean foundation. Given the importance of these items, it would be appropriate to pause any new financings or material investor discussions until this reconciliation is complete.

As part of the ongoing review of the company's capitalization, SAFE instruments, and governance records, there are multiple material inconsistencies that must be reconciled before any further board meetings or corporate actions can responsibly occur.

1. SAFE Structure, Round Characterization, and Conflicts. Later investments were labeled as "SAFE financings" and included uniform discounts and board approvals, giving the optics and economic feel of a round; however: no fixed price per share was established, no stock purchase agreement was executed, no shares were issued, and no SAFE conversions were triggered. Original convertible SAFE investors were not notified of any round or conversion. This conclusion has also been confirmed by Ryan S., who stated that there has been no trigger event and no priced equity round. Because Matt holds a $370,000 SAFE, his participation or vote on matters related to SAFE treatment, conversion timing, valuation, or dilution presents a material conflict of interest unless fully disclosed and approved by disinterested decision-makers.

2. Authority, Majority Ownership, and Board Action. Matt stated very recently, on multiple occasions, that Nate is the company's majority shareholder and President. Under the bylaws, a true majority shareholder would have unilateral stockholder authority. At the same time, actions have been taken and described as requiring board approval, which is inconsistent with that characterization. These positions cannot both be correct.

3. Ryan S. Equity Clarification. Ryan was granted 1.2M shares in connection with his CFO role, subject to standard vesting, including a one-year cliff. Ryan did not complete a full year of service. The vesting terms were not amended, and could not have been modified without formal board action. Separately, the cap table references approximately 156,000 shares and a December "purchase" entry. We have not seen a corresponding ~$156,000 (or similar) deposit in December or January bank statements. Please confirm whether any board approval authorized early vesting, waiver of the cliff, or an equity purchase, and whether there is an executed Stock Purchase Agreement and proof of consideration.

4. Executed Equity Records and DocuSign Gaps. At present, only a list of eleven stakeholder/signer IDs is available, without the corresponding executed agreements, audit trails, or timestamps. For each, please provide the executed equity document and execution record. Issuances without executed acceptance records raise serious concerns regarding enforceability of vesting and repurchase rights, accuracy of the cap table, and reliance on securities law exemptions.

5. Broader Record and Compliance Gaps: inconsistent board minutes and approvals, periods of bad standing, missing or incomplete bank, Bill.com, and Stripe records, SAFE terms executed without disclosure to Nate, equity issuances made without Nate's knowledge, amendments clustered during the September period without clear sequencing, and the SevWins transaction, including pricing and approval concerns.

This is not about assigning fault. Until SAFEs, equity issuances, authority, and execution records are fully reconciled, additional board meetings or actions risk being premature or conflicted. The priority should be providing Nate full access to records.

We need to reconcile the Ranch-related transactions and understand how the associated ~$370k was handled.

1. Ranch Liabilities & Rationale for the ~$370k: what specific liabilities made up the ~$370k, which were urgent vs. discretionary, how much was required to keep the business operational versus clean up past structure.

2. Cash Flow Verification (Critical): whether the full ~$370k was actually deposited as cash into company operating accounts; the dates and amounts; which accounts received those funds. If any portion was netted internally, offset against prior balances, converted into a SAFE without cash entering company accounts, or paid directly to third parties, please explain how that was handled and documented.

3. SAFE Treatment & Investor Fairness: why the ~$370k was converted into a SAFE; why that SAFE carries a 20% discount, when other investors were not offered equivalent terms. Was this truly a case of the company doing Nate a favor — or Nate enabling the company to close out the Ranch and continue operating under the brand?

4. Source of Funds & Loan Characterization: were any of these amounts personal loans, and if so, from whom? If personal loans existed, how and why were they converted into SAFEs? Were any of these conversions approved formally by the board?

5. Agreements, Dates, and Authority: Ranch agreements appear to reference 2023, while the company was formed in 2024. Multiple agreements and dates appear to exist for the same underlying relationship.

Cumulative Economic Impact: the approximately $370,000 Ranch-related advance, the 20% discounted SAFE treatment, the issuance of roughly 300,000 shares each, and the resulting 2–1 board voting position — the cumulative economic effect appears substantial. These combined elements could represent close to seven figures of aggregate economic benefit to Greg and Matt collectively. We are not asserting intent or impropriety. We believe it's appropriate to pause further SAFE issuances or material financial actions, reconcile the Ranch transactions cleanly, confirm actual cash flow versus papered amounts, and ensure all investor treatment and disclosures align.