Item 4 — Purpose of Transaction
Item 4 is supplemented and superseded, as the case may be, as follows: As previously announced by the Issuer, on January 9, 2025, the Issuer entered into, among other transactions, a transaction to raise $75 million of additional financing under its existing term loan (the "Financing Transaction") and entered into Amendment No 5. to its Credit Agreement, dated as of February 3, 2022, as amended (the "Fifth Amendment"), and an Exchange Agreement, dated January 9, 2025 (the "Exchange Agreement"). In connection with the Financing Transaction, and as described in the Fifth Amendment and the Exchange Agreement in more detail, Q5 has agreed to exchange up to $29,110,000 of the principal amount of the Issuer's 5.000% Senior Notes due in 2029 (the "Senior Notes") held by Q5 for the corresponding principal amount of second lien senior secured PIK toggle notes to be issued by the Issuer, pursuant to the terms and subject to the conditions set forth in the Exchange Agreement. The foregoing descriptions of the Fifth Amendment and the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Fifth Amendment and Exchange Agreement, which are incorporated by reference as Exhibit 99.2 and 99.3, respectively, and are incorporated herein by reference. The terms of the Financing Transaction deliver on the requests previously made by the Reporting Person and described in this Schedule 13D, as amended. For example, the Reporting Person requested that the Issuer replace Mr. Shackelton as Chairman of the Issuer's board, which has occurred. In addition, the Reporting Person requested that four directors be replaced, and the terms of the Financing Transaction will result in three directors being appointed by the Issuer's investors. The Reporting Person also requested that the Issuer evaluate its financial leadership team, and the Issuer has appointed Mr. Shandler from FTI as Chief Transformation Officer. Finally, the Reporting Person sought for the Issuer to shorten its timeline to review strategic alternatives, which is also now required under the terms of the Financing Transaction. As a result of these changes, the Reporting Person no longer seeks to influence the management of the Issuer and is now holding the shares of Common Stock of the Issuer for investment purposes only. In light of this shift to holding the shares of Common Stock of the Issuer for investment purposes only, the Reporting Person has reduced the size of its investment in the Common Stock of the Issuer.