Item 4 — Purpose of Transaction
The Reporting Persons purchased the Common Stock reported hereunder for investment purposes but the Reporting Persons and certain of their affiliates have continuously evaluated the Issuer's businesses, results of operations, and prospects. Agreement and Plan of Merger On September 28, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Transom Signal AcquireCo, LLC, a Delaware limited liability company ("Parent"), and Transom Signal MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of and commonly controlled with the Reporting Persons. Terms used but not defined within this description of the Merger Agreement shall have the meanings set forth in the Merger Agreement. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Parent will cause Merger Sub to commence a tender offer (the "Offer") no later than fifteen (15) business days after the date of the Merger Agreement, to purchase any and all of the shares of Common Stock, other than certain exceptions, for (i) $8.00 per share of Common Stock, plus (ii) one non-transferable contingent value right per share of Common Stock, which represents a right to receive up to $3.00, upon the achievement of specified milestones. The Offer will remain open for twenty (20) business days, subject to extension under certain circumstances. The source of funds required to consummate such Offer is expected to come from committed capital provided by an affiliate of Parent and Merger Sub and debt incurred by Parent, Merger Sub or one of their affiliates. Following the consummation of the Offer, and subject to the satisfaction or waiver, to the extent permitted under applicable legal requirements, of certain conditions set forth in the Merger Agreement, Parent, Merger Sub and the Issuer will, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, without a vote of the stockholders of the Issuer, effect a merger of Merger Sub with and into the Issuer (the "Merger" and, together with the Offer, the "Transactions"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. The obligations of Merger Sub to accept for purchase, and pay for, shares of Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer are subject to satisfaction or waiver of certain customary conditions, including that there have been validly tendered and not validly withdrawn shares of Common Stock that would result in beneficial ownership by Parent and its Affiliates of more than 50% of the Common Stock outstanding at the time of expiration of the Offer. If the Offer and the Merger are consummated, the Common Stock will cease to be registered under Section 12 of the Exchange Act, and the Issuer will become privately held as a subsidiary of Parent. The foregoing description of the Merger Agreement 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 99.1 to this Schedule 13D and is incorporated herein by reference. Tender and Support Agreement Simultaneously with the execution of the Merger Agreement, Veradace Partners, LP ("Veradace") entered into a Tender and Support Agreement (the "Tender and Support Agreement") with Parent and Merger Sub. Veradace beneficially owns approximately 15.8% of the outstanding shares of Common Stock of the Issuer. Terms used but not defined within this description of the Tender and Support Agreement shall have the meanings set forth in the Tender and Support Agreement. Pursuant to the Tender and Support Agreement, Veradace has agreed, among other things, to (1) validly tender its Subject Shares (as defined in the Tender and Support Agreement) into the Offer and not withdraw such shares, (2) vote its Subject Shares against any competing takeover proposal and other actions that would impede the Transactions, and (3) not transfer its Subject Shares, in each case subject to certain exceptions. The Tender and Support Agreement also contains customary non-solicitation and other obligations and terminates automatically upon the valid termination of the Merger Agreement or certain other events described therein. The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Tender and Support Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Tender, Support and Reinvestment Agreement Concurrently with the execution of the Merger Agreement, Gary M. Lauder and certain affiliated stockholders (the "Lauder Stockholders") of the Issuer entered into a tender, support and reinvestment agreement (the "Tender, Support and Reinvestment Agreement") with Parent, Merger Sub and certain of Parent