Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On June 12, 2025, the Reporting Persons entered into a Cooperation and Confidentiality Agreement (the "Cooperation Agreement") with the Issuer, pursuant to which the Issuer agreed to nominate and recommend for election to the Issuer's board of directors (the "Board") at the Issuer's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") William Bender as a director with a term expiring at the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") and to appoint Martin Hale as an observer of the Board until the earlier of the expiration of the term of the Cooperation Agreement or the date on which the Reporting Persons' aggregate ownership of the Issuer is below a certain amount, pursuant to a Board Observer Agreement also entered into on June 12, 2025 between the Reporting Persons and the Issuer (the "Board Observer Agreement"). Pursuant to the Cooperation Agreement, the Issuer agreed that, if Mr. Bender is elected at the 2025 Annual Meeting, the size of the Board shall not exceed six directors without the written consent of the Reporting Persons, such consent not to be unreasonably withheld. Under the Cooperation Agreement, subject to certain conditions, the Reporting Persons are entitled to director replacement rights in the event Mr. Bender ceases to serve as a director. The Reporting Persons have irrevocably withdrawn their nomination of Mr. Bender for election to the Board at the 2025 Annual Meeting and have agreed to abide by certain customary standstill and non-disparagement restrictions and voting commitments prior to the Expiration Date, which is defined in the Cooperation Agreement to be the earlier of the opening of the window during which stockholders may submit stockholder nominations of directors and business proposals for the 2025 Annual Meeting and the date on which the Issuer experiences an Insolvency Event (as defined in the Cooperation Agreement). The Reporting Persons also agreed to keep confidential certain information shared with the Reporting Persons by the Issuer pursuant to the Cooperation Agreement. The foregoing descriptions of the Cooperation Agreement and the Board Observer Agreement do not purport to be complete and are qualified in their entirety by reference to the Cooperation Agreement and the Board Observer Agreement, which are attached as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference.