On November 6, 2024, the Company Board approved and adopted an amendment (the “Bylaw Amendment”) to the Company’s Second Amended and Restated Bylaws (the “
Bylaws
”), to add a new Article XIV that provides that the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for state law claims for (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law (the “MGCL”), or any successor provision thereof, (b) any derivative action or proceeding brought on behalf of the Company, (c) any claim, or any action or proceeding asserting a claim, of breach of any duty owed by any director or officer or other agent or employee of the Company to the Company or to the stockholders of the Company, (d) any claim, or any action or proceeding asserting a claim, against the Company or any director or officer or other agent or employee of the Company arising under or pursuant to any provision of the MGCL, the charter or bylaws, or (e) any action or proceeding asserting a claim against the Company or any director or officer or other agent or employee of the Company that is governed by the internal affairs doctrine, and any record or beneficial stockholder of the Company who commenced such an action shall cooperate in a request that the action be assigned to the Court’s Business and Technology Case Management Program. The Bylaw Amendment also provides that the United States District Court for the District of Maryland, Northern Division will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting solely a cause of action arising under the Securities Act of 1933, as amended. The Bylaw Amendment became effective on November 6, 2024.