Bandera Partners LLC → JOINT Corp JYNT

Item 4 is hereby amended to add the following: On December 19, 2024, Bandera Partners and certain of its affiliates (collectively, "Bandera") entered into an Amended and Restated Nomination and Standstill Agreement (the "Amended Nomination and Standstill Agreement") with the Issuer, which amended and restated the Nomination and Standstill Agreement (as defined in Amendment No. 3 to the Schedule 13D) among the parties thereto in its entirety. Pursuant to the Amended Nomination and Standstill Agreement, subject to the conditions set forth therein, the Issuer agreed, among other things, to nominate Jefferson Gramm for election to the Board of Directors of the Issuer (the "Board") at the Issuer's 2025 annual meeting of stockholders and recommend that the Issuer's stockholders vote in favor of his election. Pursuant to the Amended Nomination and Standstill Agreement, Bandera is subject to certain standstill restrictions (including, among other things, with respect to nominating persons for election to the Board, submitting any proposal for consideration at any stockholder meeting and acquiring additional securities of the Issuer) from the date of the Amended Nomination and Standstill Agreement until the earlier of (i) January 2, 2026 and (ii) 30 days prior to the nomination deadline for the Issuer's 2026 annual meeting of stockholders (the "Termination Date"). Until the Termination Date, Bandera also agreed to vote its Shares at each meeting of stockholders (a) in favor of the slate of directors recommended by the Board and (b) against the election of any nominee for director not approved, recommended and nominated by the Board. The foregoing description of the Amended Nomination and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Nomination and Standstill Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.