Item 4 — Purpose of Transaction
Item 4 of the Original Filing is hereby amended to add the following: On March 6, 2025, the Reporting Person, Class C Stockholders and the Issuer entered into an Amended and Restated Settlement and Cooperation Agreement (the "A&R Cooperation Agreement") with the Issuer. Pursuant to the terms of the A&R Cooperation Agreement, the Reporting Person agreed to reinstate and extend certain provisions of the Settlement and Cooperation Agreement dated April 4, 2023, including customary standstill, voting and other obligations with respect to the election or removal of directors with regard to the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). These provisions are effective until the date that is 30 days prior to the deadline for stockholder nominations for director elections for the Issuer's 2026 annual meeting of stockholders. In addition, the A&R Cooperation Agreement memorializes the following actions by the Issuer's Board of Directors (the "Board"): (i) approval of Dawn Lepore and John Lee as the Issuer's Class I nominees who will stand for re-election at the 2025 Annual Meeting; and (ii) appointment of Nikul Patel as an advisor to the Board and the executive team, effective as of such date as agreed upon between the Board and Mr. Patel and with such compensation as approved by the Board. As a result, Chief Executive Officer ("CEO") Frank Martell's term as a Class I director shall expire at the 2025 Annual Meeting, at which time he shall step down from the Board, and the size of the Board will be decreased from eight (8) to seven (7) directors as of such time. Mr. Martell will continue to serve as President and CEO until the earlier of June 4, 2025 or the date of the 2025 Annual Meeting (the "Transition Date"), while the Issuer conducts a search for a permanent CEO to succeed Mr. Martell. If a permanent CEO is not appointed by the Transition Date, the Board approved the appointment of the Reporting Person as interim CEO of the Issuer as of such date. On March 3, 2025, the Board appointed the Reporting Person, who currently serves as Chairman of the Board, to an executive officer position of Executive Chairman, Mortgage Operations, of the Issuer, effective as of March 6, 2025. In connection with his appointment as Executive Chairman, Mortgage Operations, and potential appointment as interim CEO, the Reporting Person and the Issuer entered into a letter agreement dated March 6, 2025 (the "Letter Agreement") pursuant to which the Reporting Person will receive: (i) an annual base salary of $1, (ii) a monthly expense reimbursement allowance of $75,000, and (iii) subject to Board approval, an initial grant of 1.5 million performance stock units, which will vest in equal increments on achievement of stock price hurdles of $3, $5, and $7 based on the closing price of the Issuer's Class A Common Stock over any 30-trading day period during the two-year performance period commencing on March 6, 2025, and if the Reporting Person is still interim CEO as of March 1, 2026, an additional equity grant of 1.5 million performance stock units on the same terms as the initial grant. The Reporting Person will continue to serve as Chairman of the Board and will remain eligible to receive compensation under the Issuer's director compensation program, as disclosed on the Issuer's proxy statement for the 2024 annual meeting of stockholders. The foregoing descriptions of the A&R Cooperation Agreement and the Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the A&R Cooperation Agreement and the Letter Agreement, which are incorporated herein by reference as Exhibits 99.1 and 99.2, respectively.