Item 4 — Purpose of Transaction
As reported in Amendment No. 2 to the Schedule 13D, on February 3, 2025, DK submitted to the Special Committee a letter (the "Initial Offer") setting forth a non-binding offer to acquire all of the outstanding share capital of the Issuer not owned by DK. The Initial Offer was improved, as reported in Amendment No. 3 to the Schedule 13D filed on March 3, 2025 removing the credit agreement amendment condition contained in the Initial Offer, and as reported in Amendment No. 4 to the Schedule 13D filed on March 12, 2025 outlining a proposed efficient two-step transaction structure, which (i) aligned the estimated transaction closing date for the proposed DK transaction with the existing Casago agreement, (ii) reduced the minimum liquidity threshold by 33%, and (iii) provided the ability to obtain interim funding between the signing and closing period for the proposed DK transaction, and as further reported in Amendment No. 5 to the Schedule 13D filed on March 14, 2025 increasing the cash consideration purchase price to $5.75 per share (the "Second Further Updated Offer"). On March 17, 2025, DK sent a letter to the Special Committee (the "Third Further Updated Offer") further enhancing the terms of the Second Further Updated Offer by (i) removing the Unit Count Purchase Price Adjustment; (ii) removing the Liquidity Purchase Price Adjustment; (iii) increasing the amount of interim funding available between the signing and closing period for the proposed DK transaction to up to $20 million; (iv) increasing the reverse termination fee from $5.825 million to $10 million; (v) adding a closing delay penalty that increases the reverse termination fee by $500,000 per week for any delay past six weeks, subject to a $2 million cap; (vi) agreeing to toll creditor remedies under the convertible notes; (vii) removing the closing condition that there is no default under the existing revolving credit agreement; and (viii) increasing the cap on monetary damages for willful breach to $15 million. A copy of the Third Further Updated Offer is filed as Exhibit 99.11 to this Amendment No. 6, and the information set forth in the Third Further Updated Offer is incorporated by reference herein.