IRIDEX CORP

proxy statement providing detailed disclosure of the proposed action and the recommendation of the Board “for” the proposed action. A majority of the members of the Board have not been persuaded that it is consistent with their fiduciary duties to affirm a Board recommendation that stockholders vote “for” the proposed change in the Series B conversion price. Summary. As detailed above, the Board has welcomed Novel as the Company’s lead stockholder and consistently worked to integrate and support the agenda of Novel and its Board nominees. The only area where a majority of the Board is aware of a material and continuing disagreement relates to Novel’s proposal to seek to reprice the conversion of the Series B preferred subject to obtaining a majority stockholder vote. A majority of the Board does not believe such repricing, to reflect the Company’s current stock price, to be in the best interests of the Company and a majority of its stockholders. Stealth Proxy Campaign Against Two Directors As discussed in some detail within Attachment II, the Company’s draft 8-K disclosure filing, it has been alleged that Novel has been working with Mr. Moore to create a stockholder “group” that is working in concert to cast “withhold” proxy votes for two of the Company’s independent director nominees at the Company’s 2026 Annual Stockholders Meeting. It is important to affirm that a proxy contest can be used to resolve fundamental strategic or governance disagreements is an appropriate option provided applicable U. S, laws are adhered to in the process. Stockholder activism is periodically necessary to redirect public companies away from failing strategies or entrenched interests. Public companies are owned by their stockholders and