PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On March 8, 2018, the Reporting Persons entered into a cooperation agreement with the Issuer (the “Cooperation Agreement”), pursuant to which the Issuer agreed that, as promptly as practicable following the satisfaction of certain specified conditions, two designees (the “Designees”) will be appointed to serve as members of the Issuer’s Board of Directors (the “Board”). In addition, the Reporting Persons have customary replacement rights upon mutual agreement with the Issuer with respect to both of the Designees under the Cooperation Agreement.
The Cooperation Agreement also provides for customary standstill provisions during a standstill period (the “Restricted Period”), which is set to terminate the earlier of: (i) the fifth business day after written notice is delivered by the Reporting Persons to the Issuer of a material breach of the Cooperation Agreement by the Issuer if such breach has not been cured within such notice period; provided that no Reporting Persons is then in material breach of the Cooperation Agreement; (ii) the 30th day prior to the last day of the time period, established by the Issuer’s Amended and Restated By-Laws, for stockholders to deliver notice to the Issuer of director nominations to be brought before the Issuer’s 2019 annual meeting of stockholders; and (iii) March 31, 2019.
In addition, the Cooperation Agreement provides that the Reporting Persons will vote their Common Stock during the Restricted Period in favor of the Issuer’s nominees who are members of the Board as of the date of the Cooperation Agreement and other proposals at each annual meeting of shareholders during the Restricted Period, subject to certain exceptions. The foregoing summary of the Cooperation Agreement is not complete and is qualified in its entirety by the full text of the Cooperation Agreement, which is included as Exhibit 1 hereto and is incorporated by reference.