Item 4 — Purpose of Transaction
Item 4 is hereby supplemented to add the following: On June 23, 2026 (the "Effective Date"), YZi Labs entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer, pursuant to which, among other things, the Issuer agreed, immediately following the execution and delivery of the Cooperation Agreement by the parties, to increase the size of the Board of Directors of the Issuer (the "Board") to six directors and appoint Ling "Ella" Zhang, Alex Odagiu and Matthew Roszak (collectively, the "YZi Labs Directors") to the Board, in each case to serve until the Issuer's 2026 Special Meeting in lieu of Annual Meetings (the "2026 Annual Meeting") and until his or her successor is duly elected and qualified. In addition, so long as YZi Labs beneficially owns at least 4.99% of the then-outstanding shares of the Issuer's common stock, subject to the terms of the Cooperation Agreement, YZi Labs shall have customary replacement rights with respect to the YZi Labs Directors. Pursuant to the Cooperation Agreement, YZi Labs agreed to, within one business day of the Effective Date, take all actions necessary or appropriate to terminate its consent solicitation with respect to the Issuer, withdraw certain legal materials submitted relating thereto and make all necessary filings with the SEC with respect to the foregoing. Pursuant to the Cooperation Agreement, following the appointment of the YZi Labs Directors, the members of the Board and YZi Labs shall promptly engage in discussions about the Board's composition and, as promptly as practicable following such discussions, but in any event by no later than ninety (90) days after the Effective Date (subject to extension as set forth in the Cooperation Agreement), the Board shall increase the size of the Board by one director and appoint a new independent director who shall be mutually agreeable to the Continuing Directors (as defined in the Cooperation Agreement) and YZi Labs (the "Mutual Director" and together with the YZi Labs Directors, the "New Directors") to the Board. Under the terms of the Cooperation Agreement, the Issuer has further agreed that, within three (3) business days after the Effective Date, the Board shall take all action necessary to form a Chief Executive Officer Search Committee (the "CEO Search Committee") for the purpose of conducting a search to identify candidates, and otherwise assisting the Board in selecting, the Issuer's next chief executive officer (the "New CEO") as promptly as practicable and in any event by the earlier of (i) the 2026 Annual Meeting and (ii) August 31, 2026. The CEO Search Committee shall consist of (x) the Mutual Director (upon his or her appointment), (y) two of the YZi Labs Directors, and (z) two Continuing Directors, with the Mutual Director serving as chair and a YZi Labs Director serving as interim chair prior to the Mutual Director's appointment. In addition to the approval of a majority of the then-serving members of the Board, the appointment of the New CEO shall require the approval of at least one YZi Labs Director and at least one Continuing Director, subject to certain exceptions set forth in the Cooperation Agreement. The Cooperation Agreement also provides that, during the period from the Effective Date until at least the appointment of the New CEO, Mr. Odagiu shall serve as Interim President of the Issuer, reporting directly to the Board, with responsibilities to be determined by the Board following the execution and delivery of the Cooperation Agreement and as previously approved by YZi Labs. Until the Termination Date (as defined below), the number of directors shall not exceed seven (7) directors; however, if the New CEO is not already a director, the Board may increase its size to nine (9) directors in order to appoint the New CEO and an additional candidate recommended by YZi Labs who is reasonably acceptable to the Continuing Directors. The Issuer also agreed to include the New Directors in the Issuer's slate of director nominees for each meeting of stockholders at which director candidates are to be elected during the term of the Cooperation Agreement (and to include the Continuing Directors in the slate for the 2026 Annual Meeting) and to solicit proxies in favor of the election of, and otherwise support the election of, such directors on the same basis as the Issuer's other nominees for election at such meeting. During the term of the Cooperation Agreement, YZi Labs and certain restricted persons will be subject to customary standstill restrictions relating to, among other things, acquisitions of the Issuer's common stock, director nominations, proxy contests, other activist campaigns, unsolicited takeover bids and related matters. During the term of the Cooperation Agreement, YZi Labs has agreed to vote all voting securities that it and its affiliates have the right to vote at any annual or special meeting of stockholders (and in any action by written consent) in accordance with the