Item 4 — Purpose of Transaction
Preferred Stock Purchase Agreement As disclosed in the Company's Current Report on Form 8-K filed on June 2, 2026, on June 1, 2026, in connection with the closing of the Acquisition of Eddyfi Holding Inc., the Company completed the private placement of 175,000 shares of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share ("Mandatory Convertible Preferred Stock"), pursuant to that certain Preferred Stock Purchase Agreement dated February 2, 2026 (the "Preferred Stock Purchase Agreement") between the Company and certain institutional investors thereto, including the Reporting Person. MA Long Term Investors, L.P. (the "Family Partnership"), a family partnership affiliated with the Reporting Person, purchased 100,000 shares of Mandatory Convertible Preferred Stock in the private placement at a price of $1,000 per share for aggregate consideration of $100.0 million. The Family Partnership is acquiring the Mandatory Convertible Preferred Stock for investment purposes, and funded the purchase price for the Mandatory Convertible Preferred Stock with working capital. In addition, in connection with the Preferred Stock Purchase Agreement, the Reporting Person is subject to a lock-up period for 90 days following the closing of the private placement pursuant to which he generally may not, without the prior consent of the Company (i) sell, contract to sell, sell any option or contract to purchase, or otherwise transfer or dispose of, or (ii) enter into any swap or other transaction or arrangement that transfers or that is designed to result in the transfer to another any of the economic consequences of ownership of, any of the Mandatory Convertible Preferred Stock purchased under the Preferred Stock Purchase Agreement. The summary of the Preferred Stock Purchase Agreement included herein is qualified in its entirety by the text of the agreement, a copy of which was attached as Exhibit 99.1 to Amendment No. 1 to the Statement filed by the Reporting Person on February 4, 2026 and is incorporated herein by reference. Certificate of Designations for Mandatory Convertible Preferred Stock As specified in the Certificate of Designations relating to the Mandatory Convertible Preferred Stock, filed by the Company with the Secretary of State of the State of Delaware on June 1, 2026 (the "Certificate of Designations"), the Mandatory Convertible Preferred Stock does not have a maturity date but will mandatorily convert into shares of the Company's Common Stock on the mandatory conversion date, approximately three years after the initial issue date. Cumulative cash dividends on the Mandatory Convertible Preferred Stock will be payable at a rate of 6.50% per annum (equivalent to $65.00 per annum per share), quarterly in arrears, when, as and if declared by the Company's board of directors. Dividends will accumulate from the most recent date on which dividends have been paid or, if no dividends have been paid, from the initial issue date. Each share of the Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends, and will automatically convert on the mandatory conversion date into between 7.1806 shares (the "Minimum Conversion Rate") and 8.2576 shares (the "Maximum Conversion Rate") of the Company's Common Stock per share, depending on the Applicable Market Value of the common stock during the Settlement Period (each as defined in the Certificate of Designation). The conversion rates will be subject to certain customary anti-dilution adjustments. Prior to the mandatory conversion date, holders may elect to convert at any time at the Minimum Conversion Rate, subject to adjustment for any accumulated and unpaid dividends that have not been declared. The Mandatory Convertible Preferred Stock may not be redeemed by the Company (other than in limited circumstances relating to HSR Act compliance). If a "Fundamental Change" occurs, holders will have the right to convert at an increased Fundamental Change Conversion Rate and to receive a Fundamental Change Dividend Make-whole Amount (each as defined in the Certificate of Designations) equal to the present value of all remaining scheduled dividend payments, discounted at 6.50% per annum. The above description of the Certificate of Designations is a summary and is qualified by reference to the full text of the Certificate of Designations, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Registration Rights Agreement On June 1, 2026, the Company and the purchasers of the Mandatory Convertible Preferred Stock, including the Family Partnership, also entered into a Registration Rights Agreement (the "MCP Registration Rights Agreement"), pursuant to which the Company agreed that if, following one year after the Closing Date (the "Resale Restriction Termination Date"), holders of the shares of Common Stock issuable upon conversion of the Mandatory Convertible Preferred S