Item 4 — Purpose of Transaction
REU Agreement Pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan (as amended, the "Plan") and the Restricted Equity Unit Award Agreement between the Issuer and Mr. Silk (the "REU Agreement"), Mr. Silk received an award of 28 restricted equity units ("REUs") representing 35 Class A Shares on April 1, 2022. Such award of REUs vested 40% on June 8, 2023 and in 20% installments on each of April 1, 2024 and April 1, 2025. The remaining 20% vested on April 1, 2026. Additionally, on January 1, 2020, Mr. Silk received an award of 87 REUs representing 109 Class A Shares. Such award of REUs vested 20% on the date of grant and in 20% installments on each of January 1, 2021, 2022, 2023 and 2024. The foregoing description of the REU award does not purport to be complete and is qualified in its entirety by reference to the Plan, the First Amendment to the Plan, and a form of the REU Agreement, which are incorporated herein by reference to Exhibits 99.1, 99.2, and 99.3, respectively, of this Schedule 13D. RSU Agreement Pursuant to the Beneficient 2023 Long-Term Incentive Plan (the "2023 Plan") and the Restricted Stock Award Agreement between the Issuer and Mr. Silk (the "RSU Agreement"), Mr. Silk received an award of 150 restricted stock units ("RSUs") on July 15, 2023. Such award of RSUs vested in 20% installments on each of September 1, 2023, September 1, 2024 and September 1, 2025. The remaining 40% shall vest in two equal annual installments on September 1st of each subsequent calendar year. Also on July 15, 2023, Mr. Silk received an award of 120 RSUs, which were 100% vested on September 1, 2023. The foregoing description of the RSU award does not purport to be complete and is qualified in its entirety by reference to the 2023 Plan and a form of the RSU Agreement, which are incorporated herein by reference to Exhibits 99.4 and 99.5, respectively, of this Schedule 13D. Limited Partnership Agreement of BCH On June 7, 2023, the Eighth Amended and Restated Limited Partnership Agreement of Beneficient Company Holdings, L.P. ("BCH") was adopted and became effective (references to the "BCH LPA" refer to the Amended and Restated Limited Partnership Agreement of BCH currently in effect unless otherwise indicated). The BCH LPA amended the existing BCH limited partnership agreement, to, among other things, make certain revisions facilitating the Issuer's business combination with Avalon Acquisition, Inc. and the related transactions, including replacing The Beneficient Company Group, L.P. as the general partner of BCH with Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), and the Issuer's contribution to Ben LLC of all of the BCH limited partnership interests and general partnership interests held by the Issuer. Following the effectiveness of the BCH LPA, the units of BCH consist of five classes: (i) the BCH Class A Units, (ii) the BCH Class S Ordinary Units, (iii) the BCH Class S Preferred Units, (iv) the BCH FLP Unit Accounts, and (v) the BCH Preferred Series Unit Accounts (each as defined in the BCH LPA). On April 18, 2024, the Ninth Amended and Restated Limited Partnership Agreement of BCH was adopted and became effective. The BCH Preferred Series Unit Accounts are further subdivided into Preferred Series A Subclass 0 Unit Accounts ("BCH Preferred A-0 Unit Accounts") and Preferred Series A Subclass 1 Unit Accounts ("BCH Preferred A-1 Unit Accounts"), in each case, with such rights as expressly provided in the BCH LPA. In addition, certain additional amendments were made to the BCH LPA which (i) reduced and delayed the preferred returns on certain preferred units of BCH, (ii) delayed the date upon which the BCH Preferred A-1 Unit Accounts could be converted until January 1, 2025, subject to certain exceptions, and (iii) amended the conversion prices applicable to the BCH Preferred A-0 Unit Accounts and BCH Preferred A-1 Unit Accounts. The foregoing description of the BCH LPA does not purport to be complete and is qualified in its entirety by reference to the BCH LPA, which is incorporated herein by reference to Exhibit 99.6 to this Schedule 13D. Exchange Agreement Pursuant to the terms of the BCH LPA, certain units of BCH may be exchanged from time to time and subject to certain terms and conditions for Class A Shares of the Issuer. To facilitate the exchange of such BCH units and to set forth certain terms and conditions for such exchange, the Issuer entered into the Exchange Agreement (the "Exchange Agreement"), dated June 7, 2023, by and among the Issuer, Ben LLC and BCH. The number of Class A Shares of the Issuer issuable upon any such exchange governed by the Exchange Agreement will be determined pursuant to the BCH LPA and related agreements. The Issuer may delay the issuance of any Class A Shares of the Issuer, unless (i) the issuance of such securities is registered under the Securities Act of 1933, as amended, and applicable state securities laws or (ii) the