Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2024, in connection with a potential assignment for the benefit of creditors, followed by a voluntary dissolution and liquidation (the "Assignment and Dissolution"), as described in the preliminary proxy statement filed with the Securities and Exchange Commission on December 11, 2024, the Company's named executive officers-Jeffrey M. Soinski, Himanshu Patel and Nabeel Subainati- executed waivers. These waivers relate to certain rights and benefits under their change of control and severance agreements, retention bonus agreements, and/or offer letter agreements, which might otherwise be triggered by the Assignment and Dissolution or related transactions.

Pursuant to the waivers:

The officers agreed that the transfer of the Company's assets to a liquidating trust or assignee (the "Transfer") for the purpose of liquidation and distribution shall not constitute a Change of Control as defined in the applicable agreements.

The officers expressly waived the applicability of provisions under their agreements that would otherwise provide for severance payments, COBRA reimbursements, accelerated vesting of unvested stock options and restricted stock, and extensions of the post-termination exercise period for any options in connection with the Transfer.

The officers waived any rights to retention bonus payments under their applicable retention bonus agreements.

The foregoing description of the waivers is qualified in its entirety by reference to the full text of the waivers, which are attached as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.