On June 17, 2022, JDS1, LLC announced that on June 15, 2022, it filed a complaint, together with a motion for expedited proceedings, in the Delaware Court of Chancery against the Company and all of the incumbent members of the Company's Board of Directors seeking declaratory, injunctive, and equitable relief and damages under Section 271 of the Delaware General Corporation Law and Delaware fiduciary duty law. JDS1's complaint alleges, among other things, that the Company violated Section 271 of the DGCL when on May 19, 2022, the Company, without seeking any vote of the Company's stockholders, entered into and closed on the Purchase Agreement. JDS1's complaint also alleges that the Director Defendants breached their fiduciary duties by, among other ways, (i) knowingly failing to obtain a stockholder vote, as required by Section 271 of the DGCL, for the Transaction which JDS1 contends constituted a sale of substantially all of the assets of the Company; (ii) inequitably delaying until after the 2022 Annual Meeting, or shortly prior thereto, the disclosure to stockholders of the Purchase Agreement and the various, possibly material, terms of the Transaction contained therein, and the Company's plans for the resulting funds, such that most, if not all, stockholders, other than the Company's insiders, would not have access to such information prior to deciding how to vote their proxies at or before the 2022 Annual Meeting, thus preventing stockholders from being able to make informed voting decisions on critical matters brought before them and preventing JDS1 from using such information in its proxy solicitation materials and other communications to stockholders; and (iii) deliberately employing various legal strategies either to frustrate or completely disenfranchise a fair stockholder vote by preventing stockholders from having access to the Purchase Agreement sufficiently in advance of the 2022 Annual Meeting, such that most, if not all, stockholders, other than the Company's insiders, would be denied access to such information prior to deciding how to vote their proxies at the 2022 Annual Meeting, thus impeding stockholders from being able to make informed voting decisions on critical matters being bought before them at the 2022 Annual Meeting, including whether to vote for JDS1's three nominees standing for election at the 2022 Annual Meeting to replace three of the Director Defendants.

On June 16, 2022, JDS1 delivered to the Company an update to the notice of nominations and other proposed business that it previously submitted on March 4, 2022 nominating Shelly C. Lombard, Matthew Stecker, and Igor Volshteyn for election to the Company's Board of Directors as Class I directors at the 2022 Annual Meeting and notifying the Company of JDS1's intent to present a non-binding stockholder proposal requesting that the Board take the necessary steps to declassify the Board so that all directors are elected on an annual basis.