Filing Details

This Amendment hereby amends and restates Item 2(b) in its entirety, to read as follows: "The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111, and (ii) each of the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons is set forth in Exhibit 1.01 hereto."

This Amendment hereby amends and restates Item 2(c) in its entirety, to read as follows: "The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of general partners of investment partnerships, including the FCIP V General Partner and the FHPM General Partner. The principal business of the FCIP V General Partner is to act as the general partner of FCIP V. The principal business of the F5MI General Partner is to act as the general partner of F5MI. The principal business of the FHPM General Partner is to act as the general partner of FHPM. The principal business of each of the Farallon Individual Reporting Persons is set forth in Exhibit 1.01 hereto."

This Amendment hereby amends and restates Item 2(f) in its entirety, to read as follows: "The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom."

This Amendment hereby amends and restates Item 4 in its entirety, to read as follows: "The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4. The Reporting Persons hold the Shares for investment. Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Shares or other securities of the Company, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or other securities of the Company or transfer or dispose of any or all of its Shares or other securities of the Company, depending in any case upon an ongoing evaluation of the Reporting Persons' investment in the Shares and/or such other securities, prevailing market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity requirements of the Reporting Persons and/or other investment considerations. None of the Reporting Persons has made a determination regarding a maximum or minimum number of Shares or other securities of the Company which it may hold at any point in time. Consistent with their investment intent, certain Reporting Persons or their representatives may engage in communications regarding the Company with other persons, including, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company. Such communications may relate, without limitation, to the Company's financial position, strategy, operations, capital structure, capital allocation practices, and/or any current or future initiatives that may be proposed or adopted by the Company's management or board of directors. During the course of such communications, the Reporting Persons or such representatives may advocate or oppose one or more courses of action. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D."

This Amendment hereby amends and supplements Item 5(a) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 279,881,450 Shares outstanding as of February 3, 2025, as reported by the Company in its Form 10-K filed with the Securities and Exchange Commission on February 11, 2025."

This Amendment hereby amends and supplements Item 5(b) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund."

This Amendment hereby amends and supplements Item 5(c) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "Not applicable."

This Amendment hereby amends and supplements Item 5(d) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FCIP V. The F5MI General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by F5MI. The FHPM General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by FHPM. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner."

This Amendment hereby amends and supplements Item 5(e) by deleting the text under the caption "The Farallon Funds" and replacing it in its entirety, to read as follows as follows: "Not applicable."

This Amendment hereby amends and supplements Item 7 by adding the following thereto: "There is filed herewith as Exhibit 1.01 certain information required by Item 2 relating to the identity and background of the Reporting Persons. There is filed herewith as Exhibit 5 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended."