Item 4 — Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented as follows: Agreement and Plan of Merger On August 18, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Willow Parent, LLC, a Delaware limited liability company ("Parent"), and Willow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides for the acquisition of the Issuer by Parent by means of a merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. The Merger and the other transactions contemplated by the Merger Agreement are referred to below as the "Transactions." Parent and Merger Sub are affiliates of Francisco Partners Management, L.P. At the time the Merger becomes effective (the "Effective Time"), each share of the Issuer's Common Stock, issued and outstanding immediately prior to the Effective Time (other than dissenting shares, treasury shares, shares owned by a subsidiary of the Issuer, and shares owned by Parent or Merger Sub or any of their wholly owned subsidiaries), will be converted automatically into the right to receive $7.40 in cash, without interest, subject to applicable tax withholding. If the Transactions are consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, as promptly as practicable after the Effective Time. Consummation of the Merger is subject to various closing conditions, including, among others, (1) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon; (2) the expiration of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended; and (3) the absence of any order, judgment, injunction, or determination of a governmental entity or applicable law preventing or prohibiting the consummation of the Transactions. Each party's obligation to consummate the Merger is also subject to certain additional conditions, including the accuracy of the other party's representations and warranties contained in the Merger Agreement (subject to certain qualifiers), the other party's compliance with its covenants and agreements contained in the Merger Agreement in all material respects to the extent such covenants and agreements are required to be performed or complied with by such party prior to or at the closing, and the other party's delivery of certain customary certificates. In addition, Parent's obligation to consummate the Merger is subject to the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to the Issuer since the date of the Merger Agreement and the receipt by Parent of a payoff letter indicating the total amount required to be paid to satisfy all amounts outstanding under the Issuer's existing credit facility. The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Support Agreements In connection with the execution of the Merger Agreement, on August 18, 2026, Parent and the Issuer entered into support agreements (collectively, the "Support Agreements") with the directors of the Issuer, including David Silverman (a managing partner of Crosslink), solely in their capacity as stockholders of the Issuer, and certain funds affiliated with the directors. Crosslink and CCM entered into Support Agreements on behalf of the Funds advised by them. Under the Support Agreements, Crosslink and CCM have agreed to cause the Funds advised by them to vote their shares of the Issuer's Common Stock in favor of the adoption of the Merger Agreement and certain other matters, subject to certain terms and conditions contained therein. The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Support Agreement, which is filed as Exhibit 99.3 hereto and incorporated herein by reference.