Item 5. Other Information

On August 2, 2022, the Company and WBA entered into Amendment No. 1 (the "Amendment") to the Amended and Restated Shareholders Agreement dated as of June 1, 2021 (the "Shareholders Agreement"), by and between the Company and WBA.

Under Section 1.3(a) of the Shareholders Agreement, so long as WBA is entitled to nominate a director to the Company's Board of Directors (the "Board"), except as required by applicable law, neither the Company nor the Board may increase the size of the Board in excess of a maximum size set forth in such subsection (the “Maximum Board Size”) without the prior consent of WBA; provided, that the Maximum Board Size can be increased by a maximum of one (1) additional director for a period of up to one year (or such shorter period ending upon the effectiveness of the retirement described in this proviso) to accommodate the pending retirement of a director that will occur during such one-year period.

Prior to the Amendment, the Maximum Board Size was equal to the sum of nine (9) plus the number of WBA's designated directors. The Amendment increases the Maximum Board Size to the sum of eleven (11) plus the number of WBA's designated directors.

Under the Shareholders Agreement, WBA has the right to designate one director to the Board so long as WBA and its subsidiaries collectively continue to own five percent or more of the Company’s Common Stock. Because WBA has designated one director who serves on the Board, the Maximum Board Size is 12 as a result of the Amendment. The Board has currently fixed by resolution a Board size of 10 in accordance with the Company’s Amended and Restated Bylaws, of which there are no vacancies.

The Amendment is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.