Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On January 30, 2025, the Issuer, James Chambers, Scott I. Ross and Hill Path entered into a Letter Agreement (the "Letter Agreement"). Pursuant to the Letter Agreement, the Issuer agreed that the board of directors (the "Board") would appoint Scott I. Ross of Hill Path (the "Designee", and together with James Chambers, the "Designees") to the Board effective January 30, 2025, and to nominate the Designees for election to the Board at its 2025 annual stockholder meeting (the "2025 Annual Meeting"). Under the Letter Agreement, Hill Path agreed to vote its shares at the 2025 Annual Meeting (i) in favor of the Issuer's director nominees, (ii) in a manner consistent with the recommendations of the Board with respect to the approval of the Issuer's proposals regarding (a) the omnibus incentive plan, (b) executive compensation, and (c) the appointment of the Board's recommended independent auditor, and (iii) against any third-party nominations or proposals not recommended by the Board. In connection with the foregoing, until the end of the 2025 Annual Meeting, Hill Path agreed not to transfer any voting rights in respect of any of its shares unless and until it transfers beneficial ownership of such shares. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.