Transaction Details

Footnotes

Securities owned directly by TCS Capital Advisors, LLC ("TCS Advisors"). Mr. Semler, by virtue of his position as the managing member of TCS Capital Management LLC, the investment advisor of TCS Advisors, may be deemed to beneficially own the securities owned directly by TCS Advisors. Mr. Semler expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. | The shares underlying the option shall vest and become exercisable as follows: 1/24th of the underlying shares vested on the 5/24/24 grant date, following which 1/24th of the underlying shares shall vest on a monthly basis thereafter such that all of the underlying shares shall be vested on 4/24/26 (one month prior to expiration).