|ITEM 4.||PURPOSE OF TRANSACTION:|
Item 4 is hereby amended and supplemented as follows:
On December 30, 2020, RAM released an investor presentation titled “Immediate Change Is Warranted” (the “Investor Presentation”) in connection with its solicitation of proxies for the Annual Meeting. The Investor Presentation highlighted, among other things, RAM’s belief that Board change is warranted given the Issuer’s history of shareholder value destruction; dismal shareholder returns and poor returns on assets, equity and capital; shortcomings in corporate governance matters; outsized executive compensation; unchecked related party transactions; and appointments of individuals with Ph.D.’s and M.D.’s to the Board, but who RAM believes lack the requisite business skills to increase value for shareholders. The Investor Presentation also details the Nominees’ top priorities if elected at the Annual Meeting to serve on the Board. A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on December 30, 2020, each of the Nominees’ released a letter to the Issuer’s shareholders (together, the “Letters to Shareholders”). Each of the Letters to Shareholders details, among other things, such Nominee’s prior public company board experience, such Nominee’s qualifications and such Nominee’s top priorities if chosen to serve on the Board. A copy of Matthew M. Loar’s Letter to Shareholders is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of Edward Terino’s Letter to Shareholders is attached hereto as Exhibit 99.3 and is incorporated herein by reference.