Strategy Inc

Unless stated otherwise, whenever used in this Proposal 1, the following terms have the meanings set forth below:

“Amended and Restated Certificates of Designations” means, collectively, the Amended and Restated STRF Certificate of Designations, the Second Amended and Restated STRC Certificate of Designations, the Amended and Restated STRK Certificate of Designations and the Amended and Restated STRD Certificate of Designations.

“Amended and Restated STRD Certificate of Designations” means the amended and restated Certificate of Designations of the STRD Stock.

“Amended and Restated STRF Certificate of Designations” means the amended and restated Certificate of Designations of the STRF Stock.

“Amended and Restated STRK Certificate of Designations” means the amended and restated Certificate of Designations of the STRK Stock.

“Business Day” means any day other than a Saturday or Sunday or any day on which the Federal Reserve Bank of New York is authorized or required to be closed. In addition, the Amended and Restated Certificates of Designations will contain provisions that allow the Company to expand the definition of “Business Day” in a manner that is designed to provide the Company flexibility to accommodate the potential payment of dividends seven days a week in the future. The foregoing definition is qualified in its entirety to the full text of the applicable Amended and Restated Certificate of Designations.

“Original Amended and Restated STRC Certificate of Designations” means the Amended and Restated Certificate of Designations of the STRC Stock.

“Original Certificates of Designations” means, collectively, the Original STRF Certificate of Designations, the Original Amended and Restated STRC Certificate of Designations, the Original STRK Certificate of Designations and the Original STRD Certificate of Designations.

“Original STRD Certificate of Designations” means the Certificate of Designations of the STRD Stock, as amended and supplemented to date.

“Original STRF Certificate of Designations” means the Certificate of Designations of the STRF Stock, as amended and supplemented to date.

“Original STRK Certificate of Designations” means the Certificate of Designations of the STRK Stock, as amended and supplemented to date.

“Second Amended and Restated STRC Certificate of Designations” means the second amended and restated Certificate of Designations of the STRC Stock.

PROPOSAL 2—APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING FROM TIME TO TIME IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1

Background

We are asking you to approve one or more adjournments of the Special Meeting if necessary to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal 1.

If the Company’s stockholders approve Proposal 2, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously provided proxies to vote against the approval of Proposal 1. Among other things, approval of Proposal 2 could mean that, even if we had received proxies representing a sufficient number of votes against Proposal 1 such that such proposal would be defeated, we could adjourn the Special Meeting without a vote on such proposal and seek to convince the holders of those shares of Common Stock to change their votes to votes in favor of such proposal.

Under our Second Amended and Restated By-Laws (“By-Laws”), if a quorum is not present, the holders of a majority of the voting power of Common Stock at the Special Meeting present and entitled to vote at the meeting may adjourn the Special Meeting. Additionally, under our By-Laws and where a quorum is not present, the Special Meeting may be adjourned by order of the chairman of the meeting and without a vote of the stockholders.