FORWARD-LOOKING STATEMENTS
This Schedule 14A includes certain forward-looking statements within the meaning of the federal securities laws, including
statements related to the Transaction, and estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on the Companys current expectations, estimates and
projections regarding, among other things, the expected financial results for fiscal 2024 Q3, the date of closing of the Transaction and the potential benefits thereof, its business and industry, managements beliefs and certain assumptions
made by the Company, all of which are subject to change. Forward-looking statements often contain words such as expect, anticipate, intend, aims, plan, believe,
could, seek, see, will, may, would, might, considered, potential, estimate, continue, likely,
expect, target or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters
that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking
statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to: (i) the Companys discovery of items that materially impact the accuracy of the preliminary estimated financial results of the Company for fiscal 2024 Q3; (ii) the
Companys ability to timely finalize review procedures with respect to fiscal 2024 Q3; (iii) the completion of the Transaction on anticipated terms and timing or at all, including obtaining required stockholder approvals, and the satisfaction
of other conditions to the completion of the Transaction; (iv) the ability of affiliates of Parent to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction;
(v) litigation relating to the Transaction that could be instituted against Parent, the Company or their respective affiliates, directors, managers or officers, including the effects of any outcomes related thereto; (vi) the risk that
disruptions from the Transaction, including the diversion managements attention from the Companys ongoing business operations will harm the Companys business, including current plans and operations; (vii) the ability of the
Company to retain and hire key personnel in light of the Transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of
capital and financing and rating agency actions; (ix) legislative, regulatory and economic developments affecting the Companys business; (x) general economic and market developments and conditions; (xi) potential business
uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Companys financial performance; (xii) certain restrictions during the pendency of the Transaction that may
impact the Companys ability to pursue certain business opportunities or strategic transactions; (xiii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or
hostilities, as well as the Companys response to any of the aforementioned factors; (xiv) significant transaction costs associated with the Transaction, including the possibility that the Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to
pay a termination fee or other expenses; (xvi) competitive responses to the Transaction, including the possibility that competing offers or acquisition proposals for the Company will be made; (xvii) the risk that the Companys stock
price may decline significantly if the Merger is not consummated; (xviii) the risks and uncertainties pertaining to the Companys business, including those set forth in Part I, Item 1A of the Companys most recent Annual Report on Form 10-K, Part II, Item 1A of the Companys subsequent Quarterly Reports on Form 10-Q and the Companys definitive proxy statement filed with
the SEC by the Company on October 16, 2024, as such risk factors may be amended, supplemented or superseded from time to time by other filings made by the Company with the SEC. While the lists of factors presented here and in the
preliminary proxy statement, respectively, are considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Companys financial condition, results of operations, credit rating or liquidity. In light of the significant
uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation or
warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any
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