Item 4 — Purpose of Transaction
Proposal On September 1, 2026, Advent LP, on behalf of the Advent GPE IX Funds (as defined herein) and the Advent Global Technology Funds (as defined herein) (collectively, the "Advent Funds") submitted a preliminary non-binding indication of interest ("Proposal") to the Special Committee (the "Special Committee") of the Board of Directors of the Issuer related to the proposed acquisition by the Advent Funds of all the outstanding shares of the Issuer's Common Stock and all of the outstanding limited liability company interests of AIDH TopCo, LLC (the "Definitive OpCo Units"), in each case, that are not already owned by the Advent Funds and Jason Krantz for an all-cash purchase price of $1.02 per share of Common Stock and an equivalent amount per Definitive OpCo Unit (the "Proposed Transaction"). The Proposal is premised on Mr. Krantz, Executive Chairman and founder of the Issuer, rolling over his Common Stock and Definitive OpCo Units into equity of the surviving company. Any definitive agreement entered into in connection with the Proposed Transaction would be subject to customary closing conditions, including approval by the Special Committee and approval by any applicable regulatory authorities. No assurance can be given that any definitive agreement will be entered into, that the Proposed Transaction will be consummated, or that the Proposed Transaction will be consummated on the terms set forth in the Proposal. Each of the Reporting Persons reserves the right to modify or withdraw the Proposal at any time and no binding obligation on the part of any of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Statement. While the Proposal remains under consideration by the Special Committee, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Special Committee and its representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, delisting of the Common Stock of the Company from the Nasdaq Global Select Market and other material changes in the Company's business or corporate structure. References to the Proposal in this Statement are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 99.2, and incorporated herein by reference in its entirety. Registration Rights Agreement On September 14, 2021, the Advent GPE IX Funds and the Advent Global Technology Funds (the "Advent Registration Rights Agreement Parties") entered into a Registration Rights Agreement with the Issuer (the "Registration Rights Agreement"), pursuant to which the Advent Registration Rights Agreement Parties have certain customary registration rights with respect to the Common Stock. References to the Registration Rights Agreement in this Statement are qualified in their entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 99.3, and incorporated herein by reference in its entirety. Nominating Agreement On September 17, 2021, Advent International GPE IX Limited Partnership entered into a Nominating Agreement with the Issuer (the "Nominating Agreement"). Pursuant to the Nominating Agreement, so long as Advent International GPE IX Limited Partnership (together with its affiliates, the "Advent Nominating Agreement Parties"), beneficially owns at least 21.5% of the Common Stock, the Advent Nominating Agreement Parties have the right to nominate two designees to the Issuer's Board of Directors. After such time as the Advent Nominating Agreement Parties no longer beneficially own at least 21.5% of the Common Stock but so long as the Advent Nominating Agreement Parties are the beneficial owners of at least 5% of the Common Stock, the Advent Nominating Agreement Parties have the right to nominate one designee to the Issuer's Board of Directors. References to the Nominating Agreement in this Statement are qualified in their entirety by reference to the Nominating Agreement, a copy of which is attached hereto as Exhibit 99.4, and incorporated herein by reference in its entirety. Voting Agreement On November 7, 2024, the Issuer and Advent LP, the Advent GPE IX Funds, the Advent Global Technology Funds and Advent Global Opportunities Master Limited Partnership (collectively, the "Advent Voting Agreement Parties") entered into a Voting Agreement (the "Voting Agreement"), pursuant to which the Advent Voting Agreement Parties agreed, on each matter