Item 4 — Purpose of Transaction
On January 26, 2026, the Liberty Manager and the Liberty Funds (each, a "Liberty Party," and together, the "Liberty Parties") entered into a Governance, Standstill and Voting Agreement (the "Standstill Agreement"), with the Issuer and MHR Fund Management LLC and affiliated funds (together, "MHR Fund Management"). The Standstill Agreement provides that the Issuer shall appoint Secretary Mnuchin as a Liberty Party designated director (the "New Liberty Director") to the Issuer's Board of Directors (the "Board"), which became effective as of January 26, 2026, and will include Secretary Mnuchin on its slate of director nominees at the next annual meeting of shareholders and any subsequent annual meetings of shareholders, so long as the Liberty Parties continue to beneficially own at least five percent (5%) of the Issuer's outstanding common shares and Secretary Mnuchin continues to satisfy all applicable nomination requirements under the Issuer's governance documents and applicable law. The Standstill Agreement requires each of the Liberty Parties and MHR Fund Management to vote all of the Issuer's common shares owned by them (together with certain of their affiliates) in favor of each of the other's respective nominees to the Board, subject to certain exceptions set forth in the Standstill Agreement. The Standstill Agreement further provides that, for the period beginning on the date of the agreement and continuing until the one-year anniversary of the date that any New Liberty Director that is appointed in accordance with the Standstill Agreement is not serving on the Board, none of the Liberty Parties and MHR Fund Management will, subject to permitted exceptions, engage in customary standstill actions, including increasing their ownership in the Issuer above 17.5%, making unsolicited proposals, launching proxy contests, forming groups, or otherwise participating in activities that could challenge or circumvent the Issuer's governance structure. The Standstill Agreement also includes customary limitations on derivative or hedging transactions, and prohibitions on certain coordinated actions, and provides for the automatic termination of these restrictions in certain circumstances, including the Issuer's entry into a definitive agreement for extraordinary transactions described in the Standstill Agreement. The Standstill Agreement also provides the Liberty Parties with pre-emptive rights and registration rights, in each case, consistent with the rights included in that certain Investor Rights Agreement, dated as of May 6, 2025, by and among the Issuer, MHR Fund Management, Liberty Global Ventures Limited and Liberty Global Ltd. (collectively, "Liberty Global") and those certain Registration Rights Agreements with each of MHR Fund Management and Liberty Global, dated as of May 6, 2025, respectively, as well as certain "most favored nations" provisions to both the Liberty Parties and MHR Fund Management that terminate once the parties own fewer than 20,000,000 of the Issuer's common shares. The summary of the Standstill Agreement set forth above is qualified in its entirety by reference to the complete terms and conditions of the Standstill Agreement, which is filed as Exhibit 2 hereto and is incorporated herein by reference. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. As such, the Reporting Persons may, subject to the terms of the Standstill Agreement, increase or decrease their investment position in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer's business, prospects, financial condition and results of operations, the market for the Common Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above and subject to the terms of the Standstill Agreement, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Shares or other securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the Common Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Consistent with the Standstill Agreement, the Reporting Persons may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or