On May 7, 2025, the Wynnefield Reporting Persons entered into a Cooperation Agreement (the " Cooperation Agreement") with the Issuer. Pursuant to the terms of the Cooperation Agreement, the Board of Directors of the Issuer (the "Board") agreed to expand the size of the Board by one member and appoint Robert Lipstein (the "New Director") to the Board as a Class III director with a term expiring at the Issuer's 2027 annual meeting of stockholders (the "2027 Annual Meeting") and to cause the New Director to be appointed to the Audit Committee of the Board. Pursuant to the Cooperation Agreement, during the Cooperation Period (as defined below), if the New Director is unable to serve as a director for any reason, the Wynnefield Reporting Persons and the Issuer shall cooperate to identify a replacement to fill the resulting vacancy in the manner provided in the Cooperation Agreement so long as the Wynnefield Reporting Persons continuously beneficially own, in the aggregate, at least the lesser of (i) 7.5% of the then-outstanding shares of Common Stock (as defined below), and (y) 1,545,480 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the "Ownership Minimum").The Cooperation Agreement further provides that the New Director (or any replacement director) shall resign if the Wynnefield Reporting Persons (i) fail at any time after the date of the Cooperation Agreement to maintain the Ownership Minimum, or (ii) deliver a notice during the Cooperation Period of an intent to nominate directors at a meeting of the Issuer's stockholders. Under the terms of the Cooperation Agreement, the Wynnefield Reporting Persons have agreed to certain customary standstill provisions from the date of the Cooperation Agreement until the date that is 30 calendar days prior to the deadline for the submission of stockholder nominations of director candidates for the 2027 Annual Meeting (the "Cooperation Period"); provided, that if the Issuer provides an irrevocable written offer, subject to the Wynnefield Reporting Persons' acceptance of such offer, at least 15 calendar days prior to the expiration of the Cooperation Period to re-nominate the New Director for election at the 2027 Annual Meeting and the Wynnefield Reporting Persons accept such offer within five business days, of receipt of such offer, then the Cooperation Period shall be extended until the date that is 30 calendar days prior to the deadline for the submission of stockholder nominations of director candidates for the Issuer's 2028 annual meeting of stockholders. Pursuant to the Cooperation Agreement, during the Cooperation Period, the Wynnefield Reporting Persons have agreed to appear in person or by proxy at any meeting of the Issuer's stockholders and vote all shares of Common Stock beneficially owned by them (i) in favor of the nominees for director recommended by the Board, against or withhold from voting in favor of the election of any director nominees not approved, recommended or nominated by the Board, and against any removal of any director of the Board, and (ii) in accordance with the Board's recommendations with respect to any other proposal submitted to stockholders; provided, however, that in the event both Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other than the election or removal of directors), the Wynnefield Reporting Persons will be permitted to vote in accordance with such ISS and Glass Lewis recommendation; provided, further, that the Wynnefield Reporting Persons will be permitted to vote in their sole discretion with respect to any publicly announced proposals relating to an Extraordinary Transaction (as defined in the Cooperation Agreement). The Cooperation Agreement also contains certain customary confidentiality, non-disparagement, and other undertakings by the Wynnefield Reporting Persons and the Issuer. In addition, the parties have made customary representations and warranties. Each party is responsible for its own expenses incurred in connection with the negotiation and execution of the Cooperation Agreement, except that the Issuer agreed to reimburse the Wynnefield Reporting Persons for their reasonable and documented legal fees, not to exceed $10,650. The foregoing description of the Cooperation Agreement 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. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by the Cooperation Agreement and applicable law, may seek to engage in discussions with other stockholders and/or with management and the board of directors (the "Board") of the Issuer concerning the business, operations, future plans or corporate governance of the Issuer as well as the Board's composition and structure. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the shares of the Company's common stock, par value $0.001 ("Common Stock"), conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, subject to the restrictions set forth in the Cooperation Agreement, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.