TPHS

On February 5, 2025, Steel IP agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender LLC ("Seller") in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the terms and conditions of a stock purchase agreement ("SPA") entered into between Steel IP, the Seller and the Issuer, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Pursuant to the terms of the SPA, Steel IP agreed to pay aggregate consideration of $2,586,200, which represents $1,293,100 in consideration for the shares of Common Stock and the remainder of which constitutes consideration to the Seller for the various other covenants and obligations of the Seller pursuant to the SPA. The purchase of these shares and the consummation of the other transactions contemplated by the SPA are collectively referred to as the "Transaction." The Transaction closed on February 18, 2025 (the "Closing Date"). Pursuant to the SPA, Steel IP agreed not to purchase any additional equity of the Issuer, including, without limitation, shares of Common Stock or any preferred stock, until the date that is ninety (90) days following the Closing Date. In connection with the Transaction, Steel IP entered into a shareholder rights agreement (the "Shareholders' Agreement") with the Issuer, a copy of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. Pursuant to the Shareholders' Agreement, and in connection with the Transaction, the size of the Board of Directors (the "Board") of the Issuer has been set at five (5) directors, with the parties agreeing to the initial composition of the Board, which includes Jack L. Howard, the President and a director of Steel Holdings GP, Steel Excel and Steel IP, and Joseph R. Martin, the Chief Administrative Officer and Chief Legal Officer of Steel Holdings GP. Mr. Howard also serves as Chairman of the Board. Pursuant to the Shareholders' Agreement, so long as Steel IP owns at least 20% of the Issuer's outstanding capital stock, the Issuer will take all actions reasonably necessary to cause the Board to remain at five (5) directors, which shall include (A) one (1) director who shall qualify as independent and be mutually agreed upon by Steel IP and the Issuer and (B) two (2) directors who shall be designated solely by Steel IP. In addition, simultaneously with the closing of the Transaction on the Closing Date, Steel IP acquired an additional 300,000 shares of Common Stock for aggregate consideration of $15,000 in an additional private secondary transaction exempt from the registration requirements of the Securities Act. In connection with the Transaction, on the Closing Date, the Issuer issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Holdings, pursuant to which the Issuer may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Any of the foregoing proposals or plans may include one or more proposals or plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and will take into account, if and as applicable, each of Mr. Howard's and Mr. Martin's fiduciary duties as a director of the Issuer.

On February 5, 2025, Steel IP agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender LLC ("Seller") in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the terms and conditions of a stock purchase agreement ("SPA") entered into between Steel IP, the Seller and the Issuer, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Pursuant to the terms of the SPA, Steel IP agreed to pay aggregate consideration of $2,586,200, which represents $1,293,100 in consideration for the shares of Common Stock and the remainder of which constitutes consideration to the Seller for the various other covenants and obligations of the Seller pursuant to the SPA. The purchase of these shares and the consummation of the other transactions contemplated by the SPA are collectively referred to as the "Transaction." The Transaction closed on February 18, 2025 (the "Closing Date"). Pursuant to the SPA, Steel IP agreed not to purchase any additional equity of the Issuer, including, without limitation, shares of Common Stock or any preferred stock, until the date that is ninety (90) days following the Closing Date. In connection with the Transaction, Steel IP entered into a shareholder rights agreement (the "Shareholders' Agreement") with the Issuer, a copy of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. Pursuant to the Shareholders' Agreement, and in connection with the Transaction, the size of the Board of Directors (the "Board") of the Issuer has been set at five (5) directors, with the parties agreeing to the initial composition of the Board, which includes Jack L. Howard, the President and a director of Steel Holdings GP, Steel Excel and Steel IP, and Joseph R. Martin, the Chief Administrative Officer and Chief Legal Officer of Steel Holdings GP. Mr. Howard also serves as Chairman of the Board. Pursuant to the Shareholders' Agreement, so long as Steel IP owns at least 20% of the Issuer's outstanding capital stock, the Issuer will take all actions reasonably necessary to cause the Board to remain at five (5) directors, which shall include (A) one (1) director who shall qualify as independent and be mutually agreed upon by Steel IP and the Issuer and (B) two (2) directors who shall be designated solely by Steel IP. In addition, simultaneously with the closing of the Transaction on the Closing Date, Steel IP acquired an additional 300,000 shares of Common Stock for aggregate consideration of $15,000 in an additional private secondary transaction exempt from the registration requirements of the Securities Act. In connection with the Transaction, on the Closing Date, the Issuer issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Holdings, pursuant to which the Issuer may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Any of the foregoing proposals or plans may include one or more proposals or plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and will take into account, if and as applicable, each of Mr. Howard's and Mr. Martin's fiduciary duties as a director of the Issuer.

On February 5, 2025, Steel IP agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender LLC ("Seller") in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the terms and conditions of a stock purchase agreement ("SPA") entered into between Steel IP, the Seller and the Issuer, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Pursuant to the terms of the SPA, Steel IP agreed to pay aggregate consideration of $2,586,200, which represents $1,293,100 in consideration for the shares of Common Stock and the remainder of which constitutes consideration to the Seller for the various other covenants and obligations of the Seller pursuant to the SPA. The purchase of these shares and the consummation of the other transactions contemplated by the SPA are collectively referred to as the "Transaction." The Transaction closed on February 18, 2025 (the "Closing Date"). Pursuant to the SPA, Steel IP agreed not to purchase any additional equity of the Issuer, including, without limitation, shares of Common Stock or any preferred stock, until the date that is ninety (90) days following the Closing Date. In connection with the Transaction, Steel IP entered into a shareholder rights agreement (the "Shareholders' Agreement") with the Issuer, a copy of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. Pursuant to the Shareholders' Agreement, and in connection with the Transaction, the size of the Board of Directors (the "Board") of the Issuer has been set at five (5) directors, with the parties agreeing to the initial composition of the Board, which includes Jack L. Howard, the President and a director of Steel Holdings GP, Steel Excel and Steel IP, and Joseph R. Martin, the Chief Administrative Officer and Chief Legal Officer of Steel Holdings GP. Mr. Howard also serves as Chairman of the Board. Pursuant to the Shareholders' Agreement, so long as Steel IP owns at least 20% of the Issuer's outstanding capital stock, the Issuer will take all actions reasonably necessary to cause the Board to remain at five (5) directors, which shall include (A) one (1) director who shall qualify as independent and be mutually agreed upon by Steel IP and the Issuer and (B) two (2) directors who shall be designated solely by Steel IP. In addition, simultaneously with the closing of the Transaction on the Closing Date, Steel IP acquired an additional 300,000 shares of Common Stock for aggregate consideration of $15,000 in an additional private secondary transaction exempt from the registration requirements of the Securities Act. In connection with the Transaction, on the Closing Date, the Issuer issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Holdings, pursuant to which the Issuer may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Any of the foregoing proposals or plans may include one or more proposals or plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and will take into account, if and as applicable, each of Mr. Howard's and Mr. Martin's fiduciary duties as a director of the Issuer.

On February 5, 2025, Steel IP agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender LLC ("Seller") in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the terms and conditions of a stock purchase agreement ("SPA") entered into between Steel IP, the Seller and the Issuer, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Pursuant to the terms of the SPA, Steel IP agreed to pay aggregate consideration of $2,586,200, which represents $1,293,100 in consideration for the shares of Common Stock and the remainder of which constitutes consideration to the Seller for the various other covenants and obligations of the Seller pursuant to the SPA. The purchase of these shares and the consummation of the other transactions contemplated by the SPA are collectively referred to as the "Transaction." The Transaction closed on February 18, 2025 (the "Closing Date"). Pursuant to the SPA, Steel IP agreed not to purchase any additional equity of the Issuer, including, without limitation, shares of Common Stock or any preferred stock, until the date that is ninety (90) days following the Closing Date. In connection with the Transaction, Steel IP entered into a shareholder rights agreement (the "Shareholders' Agreement") with the Issuer, a copy of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. Pursuant to the Shareholders' Agreement, and in connection with the Transaction, the size of the Board of Directors (the "Board") of the Issuer has been set at five (5) directors, with the parties agreeing to the initial composition of the Board, which includes Jack L. Howard, the President and a director of Steel Holdings GP, Steel Excel and Steel IP, and Joseph R. Martin, the Chief Administrative Officer and Chief Legal Officer of Steel Holdings GP. Mr. Howard also serves as Chairman of the Board. Pursuant to the Shareholders' Agreement, so long as Steel IP owns at least 20% of the Issuer's outstanding capital stock, the Issuer will take all actions reasonably necessary to cause the Board to remain at five (5) directors, which shall include (A) one (1) director who shall qualify as independent and be mutually agreed upon by Steel IP and the Issuer and (B) two (2) directors who shall be designated solely by Steel IP. In addition, simultaneously with the closing of the Transaction on the Closing Date, Steel IP acquired an additional 300,000 shares of Common Stock for aggregate consideration of $15,000 in an additional private secondary transaction exempt from the registration requirements of the Securities Act. In connection with the Transaction, on the Closing Date, the Issuer issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Holdings, pursuant to which the Issuer may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Any of the foregoing proposals or plans may include one or more proposals or plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and will take into account, if and as applicable, each of Mr. Howard's and Mr. Martin's fiduciary duties as a director of the Issuer.

On February 5, 2025, Steel IP agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender LLC ("Seller") in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the terms and conditions of a stock purchase agreement ("SPA") entered into between Steel IP, the Seller and the Issuer, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Pursuant to the terms of the SPA, Steel IP agreed to pay aggregate consideration of $2,586,200, which represents $1,293,100 in consideration for the shares of Common Stock and the remainder of which constitutes consideration to the Seller for the various other covenants and obligations of the Seller pursuant to the SPA. The purchase of these shares and the consummation of the other transactions contemplated by the SPA are collectively referred to as the "Transaction." The Transaction closed on February 18, 2025 (the "Closing Date"). Pursuant to the SPA, Steel IP agreed not to purchase any additional equity of the Issuer, including, without limitation, shares of Common Stock or any preferred stock, until the date that is ninety (90) days following the Closing Date. In connection with the Transaction, Steel IP entered into a shareholder rights agreement (the "Shareholders' Agreement") with the Issuer, a copy of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. Pursuant to the Shareholders' Agreement, and in connection with the Transaction, the size of the Board of Directors (the "Board") of the Issuer has been set at five (5) directors, with the parties agreeing to the initial composition of the Board, which includes Jack L. Howard, the President and a director of Steel Holdings GP, Steel Excel and Steel IP, and Joseph R. Martin, the Chief Administrative Officer and Chief Legal Officer of Steel Holdings GP. Mr. Howard also serves as Chairman of the Board. Pursuant to the Shareholders' Agreement, so long as Steel IP owns at least 20% of the Issuer's outstanding capital stock, the Issuer will take all actions reasonably necessary to cause the Board to remain at five (5) directors, which shall include (A) one (1) director who shall qualify as independent and be mutually agreed upon by Steel IP and the Issuer and (B) two (2) directors who shall be designated solely by Steel IP. In addition, simultaneously with the closing of the Transaction on the Closing Date, Steel IP acquired an additional 300,000 shares of Common Stock for aggregate consideration of $15,000 in an additional private secondary transaction exempt from the registration requirements of the Securities Act. In connection with the Transaction, on the Closing Date, the Issuer issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Holdings, pursuant to which the Issuer may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Any of the foregoing proposals or plans may include one or more proposals or plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and will take into account, if and as applicable, each of Mr. Howard's and Mr. Martin's fiduciary duties as a director of the Issuer.

On February 5, 2025, Steel IP agreed to purchase 25,862,245 shares of Common Stock from TPHS Lender LLC ("Seller") in a private secondary transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the terms and conditions of a stock purchase agreement ("SPA") entered into between Steel IP, the Seller and the Issuer, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference. Pursuant to the terms of the SPA, Steel IP agreed to pay aggregate consideration of $2,586,200, which represents $1,293,100 in consideration for the shares of Common Stock and the remainder of which constitutes consideration to the Seller for the various other covenants and obligations of the Seller pursuant to the SPA. The purchase of these shares and the consummation of the other transactions contemplated by the SPA are collectively referred to as the "Transaction." The Transaction closed on February 18, 2025 (the "Closing Date"). Pursuant to the SPA, Steel IP agreed not to purchase any additional equity of the Issuer, including, without limitation, shares of Common Stock or any preferred stock, until the date that is ninety (90) days following the Closing Date. In connection with the Transaction, Steel IP entered into a shareholder rights agreement (the "Shareholders' Agreement") with the Issuer, a copy of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. Pursuant to the Shareholders' Agreement, and in connection with the Transaction, the size of the Board of Directors (the "Board") of the Issuer has been set at five (5) directors, with the parties agreeing to the initial composition of the Board, which includes Jack L. Howard, the President and a director of Steel Holdings GP, Steel Excel and Steel IP, and Joseph R. Martin, the Chief Administrative Officer and Chief Legal Officer of Steel Holdings GP. Mr. Howard also serves as Chairman of the Board. Pursuant to the Shareholders' Agreement, so long as Steel IP owns at least 20% of the Issuer's outstanding capital stock, the Issuer will take all actions reasonably necessary to cause the Board to remain at five (5) directors, which shall include (A) one (1) director who shall qualify as independent and be mutually agreed upon by Steel IP and the Issuer and (B) two (2) directors who shall be designated solely by Steel IP. In addition, simultaneously with the closing of the Transaction on the Closing Date, Steel IP acquired an additional 300,000 shares of Common Stock for aggregate consideration of $15,000 in an additional private secondary transaction exempt from the registration requirements of the Securities Act. In connection with the Transaction, on the Closing Date, the Issuer issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Holdings, pursuant to which the Issuer may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Issuer. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership, capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Any of the foregoing proposals or plans may include one or more proposals or plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D and will take into account, if and as applicable, each of Mr. Howard's and Mr. Martin's fiduciary duties as a director of the Issuer.

On February 5, 2025, the Issuer entered into a Stock Purchase Agreement (the "2025 Stock Purchase Agreement") with TPHS Lender and Steel IP Investments, LLC (the "Purchaser"), an affiliate of Steel Partners Holdings L.P., pursuant to which the Purchaser has agreed to purchase from TPHS Lender, and TPHS Lender has agreed to sell to Purchaser, 25,862,245 shares of Common Stock (the "Seller Shares") in accordance with the terms and conditions of the 2025 Stock Purchase Agreement. The aggregate consideration payable to TPHS Lender is $2,586,200 for the Seller Shares and certain agreements pursuant to the 2025 Stock Purchase Agreement. At the closing of the transactions contemplated by the 2025 Stock Purchase Agreement, the Issuer, TPHS Lender and the Purchaser will enter into certain ancillary agreements as further described in the 2025 Stock Purchase Agreement. The transactions contemplated by the 2025 Stock Purchase Agreement are herein referred to as the "Transactions." The obligations of TPHS Lender and the Purchaser to consummate the Transactions are subject to the satisfaction or waiver of certain closing conditions, including: - with respect to the Purchaser, among other things: (a) the assumption by TPHS Lender of the Issuer's guarantee under a loan relating to the Issuer's property in Paramus, New Jersey (the "New Jersey Property") owned by JV, (b) the Issuer shall have received waivers from certain service providers of the Issuer with respect to legacy fees incurred by the Issuer (the "Waiver Condition"), (c) the Issuer and the Purchaser shall have entered into the Purchaser Stockholders' Agreement described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2025 and attached thereto as Exhibit 10.1, (d) the partial termination by the Issuer and TPHS Lender of the Stock Purchase Agreement, except for any provisions of the Stock Purchase Agreement which would cause an impairment or termination of TPHS Lender's representation and warranty insurance policy obtained concurrently with the Stock Purchase Agreement, and the termination and cancellation of the TPHS Lender's right to receive penny warrants of the Issuer equivalent to 5% of the Common Stock and (e) the termination and forfeiture of registration rights held by certain securityholders of the Issuer; and - with respect to TPHS Lender, among other things, (a) the JV Operating Agreement shall be amended, to, among other things, remove any Issuer decision-making and/or consent rights with respect to the New Jersey Property and the JV, (b) the Issuer shall have released the JV's obligation to pay, call capital and/or otherwise reserve for any such D&O insurance coverage (including insurance tail coverage) and the TPHS Lender's obligation to hold back proceeds from the sale of property for any insurance policies of the Issuer, (c) the Issuer shall (i) have provided TPHS Lender with an irrevocable written right to cause the Issuer, at any time after the date that is 90 days following the date of the closing of the transaction contemplated by the 2025 Stock Purchase Agreement (the "Closing Date"), to convey all of the Issuer's 95% ownership interest in the JV and its right to distributions under the JV Operating Agreement, into a trust established for the benefit of the Issuer's shareholders of record on a date to be determined and (ii) have entered into a termination agreement to that certain Asset Management Agreement, dated as of February 14, 2024, between TPH Asset Manager LLC (an Issuer subsidiary) and the JV Entity, on the date that is 45 days following the Closing Date, and waives the JV Entity's remaining obligations thereunder and (d) the Waiver Condition is satisfied. The 2025 Stock Purchase Agreement may be terminated by either party if the closing of the transactions contemplated thereby has not have occurred within 30 days; provided that the terminating party cannot terminate if the breach by such party is the principal cause. The sale of the Seller Shares is expected to close upon satisfaction of all closing conditions set forth in the 2025 Stock Purchase Agreement. Such closing conditions include customary closing conditions and other closing conditions that, as of the date of this filing, have either already been satisfied or will be satisfied subject solely upon the passage of time. As a result, the Reporting Persons no longer beneficially own any securities of the Issuer. The foregoing description of the 2025 Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Stock Purchase Agreement. For further information regarding the 2025 Stock Purchase Agreement, reference is made to the full text of the 2025 Stock Purchase Agreement, which has been filed as Exhibit 99.7 hereto and incorporated by reference herein.