Item 4 — Purpose of Transaction
Item 4 is hereby amended and restated to read as follows: As disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2026, in connection with the Agreement and Plan of Merger, dated as of April 19, 2026 (the "Merger Agreement"), by and among the Issuer, SVRE Holdings Ltd. ("SVRE") and Middlebury Merger Sub Ltd., Mr. Gutnick entered into a Voting and Support Agreement, dated as of April 19, 2026 (the "Voting Agreement"), with SVRE. Pursuant to the Voting Agreement, Mr. Gutnick agreed, among other things, to vote all of his Shares in favor of the transactions contemplated by the Merger Agreement, including the issuance of Common Stock pursuant thereto, and agreed to certain restrictions on the transfer of his Shares, subject to the terms and conditions set forth therein. The Voting Agreement will terminate upon the earlier of the effective time of the merger contemplated by the Merger Agreement and the termination of the Merger Agreement in accordance with its terms. The foregoing description 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 is incorporated herein by reference as Exhibit 99.2. Mr. Gutnick did not stand for reelection to the Issuer's Board of Directors (the "Board") at the Issuer's 2026 annual meeting of stockholders held on June 3, 2026 (the "2026 Annual Meeting"). As a result, on June 3, 2026, following the 2026 Annual Meeting, Mr. Gutnick ceased serving as a member of the Board. On June 5, 2026, Springfield entered into a prepaid variable share forward sale contract (the "VPF") with J.P. Morgan Chase Bank with respect to 3,877,565 Shares. Under the terms of the VPF, Springfield pledged such Shares as collateral. The VPF includes customary settlement, adjustment, termination, default, collateral and other provisions. Mr. Gutnick received a waiver under the terms of the Voting Agreement from SVRE in connection with entering into the VPF. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with other shareholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making recommendations or proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.