Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On February 27, 2024, LOR, Inc., which is a reporting person filing this statement, and the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"). Under the Registration Rights Agreement, the Company must use reasonable best efforts to file and keep a registration statement on Form S-3, continuously effective and usable for the resale of the 24,342,940 shares (the "Group Shares") of Common Stock beneficially held by the Group as of the date hereof. With certain exceptions, LOR, Inc. has the right to request up to ten (10) offerings pursuant to the Registration Rights Agreement. LOR, Inc. also has "piggyback" rights to participate, on the terms and conditions described in the Registration Rights Agreement, in certain offerings of Common Stock registered under the Securities Act that the Company may undertake for its own account or for the account of other shareholders. The Registration Rights Agreement will stay in effect until February 27, 2040. Pursuant to the terms of the Registration Rights Agreement, LOR, Inc. will pay all registration and filing fees pertaining to the securities beneficially owned by the Group. Additionally, LOR, Inc. will reimburse the Company for certain fees and expenses incurred with respect to the initial registration statement and the requested offerings, subject to certain caps that adjust annually. Pursuant to the Registration Rights Agreement and subject to the capped reimbursable fees and expenses described above, the Company will pay all other costs, fees and expenses incident to the Company's performance or compliance with the Registration Rights Agreement. The Registration Rights Agreement also contains customary indemnification provisions. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is filed as Exhibit B hereto and is incorporated herein by reference.