Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On January 10, 2025, Nilesh Undavia entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer, pursuant to which the Issuer agreed to, among other things, (i) appoint Sachin Shivaram to the Board as a Class III director (the "New Class III Director"), (ii) work with Mr. Undavia in good faith to find a mutually agreeable independent candidate (the "New Class I Director" and together with the New Class III Director the, "New Directors"), (iii) appoint each of the New Directors to at least two committees of the Board and (iv) recommend, support and solicit proxies for the election of the New Class I Director at the Issuer's 2025 annual meeting of stockholders. Pursuant to the Cooperation Agreement, Mr. Undavia is subject to certain customary standstill restrictions from the date of the Cooperation Agreement until January 31, 2027 (the "Standstill Period"); provided, however, that if the New Class III Director is renominated for election to the Board at the Issuer's 2027 annual meeting of stockholders (the "2027 Annual Meeting") and such final decision of the Board to so renominate the New Class III Director is shared with Mr. Undavia in writing at least 30 days prior to the advance notice deadline for the 2027 Annual Meeting, then the Standstill Period shall automatically extend until May 31, 2028. During the Standstill Period, Mr. Undavia and the Issuer have agreed to certain mutual non-disparagement provisions. During the Standstill Period, Mr. Undavia will vote all shares of his Common Stock in accordance with the Board's recommendations with respect to any proposal presented at each annual or special meeting of the Issuer's stockholders. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.