Item 4 — Purpose of Transaction
As previously disclosed, on July 8, 2025, the Reporting Persons delivered the July 8 Letter, which urged the Board to pursue strategic alternatives. In response to discussions between the Reporting Persons and members of the Board and the Company's senior management that followed the July 8 Letter, as of August 7, 2025, the Reporting Persons and the Issuer determined to establish a working group (the "Working Group") comprised of three members of the Issuer's Board (Stuart Landesberg, Larry Cheng and Jeff Yurcisin) and Messrs. Karp and Berman to facilitate the Company's identification and pursuit of avenues to create stockholder value through strategic and operational initiatives. The Working Group is expected to meet periodically to develop recommendations to the Board regarding opportunities to drive value creation for stockholders. Consistent with the July 8 Letter, the Reporting Persons continue to believe that pursuing strategic alternatives, including a sale to a strategic company, a merger with a profitable partner or a take-private transaction with a financial sponsor are the avenues that are most likely to maximize value for the Issuer's stockholders. The Reporting Persons anticipate that, from time to time, they and their representatives will communicate with members of the Board and members of the Issuer's management, in connection with Messrs. Karp and Berman's participation in the Working Group or otherwise, and potentially with other stockholders of the Issuer, with respect to potential strategic opportunities that may be available to the Issuer, potential investment and acquisition opportunities, capital allocation and other operational, strategic, financial or governance matters. Among other things, the Reporting Persons may introduce the Issuer to potential candidates for a business combination or financing transaction, and/or discuss and assist the Working Group in its review of one or more strategic or other opportunities (whether or not the opportunities are introduced by the Reporting Persons).