Item 4 — Purpose of Transaction
The second paragraph of Item 4 of Amendment No. 1 to the Statement is hereby restated as follows: Sir Martin entered into an Irrevocable Proxy Agreement on January 5, 2021 (the "Proxy Agreement") with each of Ian G.H. Ashken ("Ashken"), James E. Lillie ("Lillie") and Robert A. Franklin ("R. Franklin") pursuant to which each of them granted Sir Martin an irrevocable proxy to vote, for so long as Sir Martin serves as a director on the Issuer Board (the "Proxy Term"), all shares of Common Stock beneficially owned, directly or indirectly, by each of them (i) as of the date of the Proxy Agreement and (ii) that may be acquired after the date of the Proxy Agreement (in each case, to the extent that each of them has the power to vote or direct the vote of such shares of Common Stock). Sir Martin has sole power to vote or direct the vote of the shares of Common Stock subject to the Voting Agreement. On December 31, 2024, Sir Martin notified R. Franklin that the Proxy Agreement with respect to R. Franklin's shares of Common Stock was terminated effective on the date thereof (the "Termination"), and as a result, Sir Martin no longer beneficially owns such shares. The foregoing description of the Proxy Agreement is qualified in its entirety by reference to the Proxy Agreement, which is filed as Exhibit E to the Statement and is incorporated herein by reference. Item 4 of the Statement is hereby amended by the addition of the following: On December 31, 2024, the Issuer declared, and on January 2, 2025, Mariposa was issued, 2,543,662 shares of Common Stock by the Issuer (the "2024 Dividend Shares") as a dividend on its Series A Preferred Stock. The number of 2024 Dividend Shares issued was based on the share price appreciation of the Common Stock as described in the Issuer's certificate of incorporation. Effective as of January 3, 2025, Mariposa (i) transferred an aggregate of 10,987 shares of Common Stock to employees of an affiliate of Mariposa for services provided and (ii) distributed the 2024 Dividend Shares to its members pursuant to its governing documents, including 978,958 shares of Common Stock to MEF Holdings, 362,241 shares of Common Stock to Brimstone, and 483,323 shares of Common Stock to each of Ashken and Lillie, or their affiliated entities, for no consideration (the "2025 Distribution") (all of which Shares are not subject to the Voting Agreement).