Item 4 — Purpose of Transaction
On the Completion Date, in connection with the consummation of the Transaction pursuant to the Purchase Agreement, the Reporting Person entered into that certain Shareholder Agreement, dated as of October 1, 2026, by and between the Reporting Person and the Issuer (the "Shareholder Agreement"), which provides for, among other things, certain transfer restrictions, standstill obligations, voting commitments, board designation rights, consent rights, preemptive rights, registration rights and information rights of the Reporting Person with respect to the Issuer and the Common Stock. The terms and provisions of the Shareholder Agreement are more fully described in the October 1 Form 8-K, and are further described in Item 6 of this Schedule 13D, which is incorporated into this Item 4 by reference. Additionally, pursuant to the Shareholder Agreement, the board of directors of the Issuer (the "Board") appointed Jeremy Abson as a member of the Board in the class of directors (Class III) with a term ending in 2029, effective as of the Completion Date. Mr. Abson is the Chief Executive Officer of the Reporting Person. Subject to the terms of the Shareholder Agreement and applicable law, the Reporting Person may engage in a dialogue and other communications regarding the Issuer with members of the Board and/or management of the Issuer, other stockholders of the Issuer, knowledgeable industry or market participants or other persons. Except as described in this Schedule 13D (including with respect to the Shareholder Agreement), the Reporting Person has no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Person received the Consideration Shares from the Issuer as partial consideration for the Transaction and is holding the Consideration Shares for investment purposes. The Reporting Person intends to review its investment in the Issuer's Common Stock on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of its shares of Common Stock, subject to and in accordance with the applicable terms of the Shareholder Agreement and applicable law.