Item 4 — Purpose of Transaction
On February 6, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with ACELYRIN, Inc., a Delaware corporation ("ACELYRIN"), and Arrow Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into ACELYRIN and ACELYRIN will continue as the surviving corporation and direct wholly owned subsidiary of the Issuer (the "Merger"), as more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025. In connection with the execution of the Merger Agreement, the Issuer entered into a Voting and Support Agreement (the "Voting Agreement") with the Investment Manager. Pursuant to the Voting Agreement, the Investment Manager has agreed, among other things, to (i) vote or cause to be voted all of its shares of Common Stock in favor of (A) the adoption of the Merger Agreement and approval of the transactions contemplated thereby, (B) any other proposals presented by ACELYRIN to its stockholders to effect or facilitate the transactions contemplated by the Merger Agreement and (C) any proposal to adjourn or postpone any meeting of the holders of shares of Common Stock at which the matters described in clause (A) are submitted for the consideration and vote of the holders of the shares of Common Stock to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (ii) against (A) any ACELYRIN acquisition proposal or any of the transactions contemplated thereby, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of ACELYRIN under the Merger Agreement or of the Investment Manager under the Voting Agreement and (C) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the transactions contemplated by the Merger Agreement. The foregoing summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, which has been filed as Exhibit 99.5 hereto and incorporated by reference herein.