Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D shall hereby be amended by inserting the following new paragraphs after the second paragraph: On January 21, 2026, (a) the Issuer and Deven Petito entered into a Board Observer Agreement (the "Board Observer Agreement") and (b) the Issuer and the Fund entered into a Cooperation Agreement (the "Cooperation Agreement"). Pursuant to the Board Observer Agreement, Mr. Petito is entitled to attend meetings of the board of directors of the Issuer (the "Board") and any committees thereof in a non-voting observer capacity, subject to the terms and conditions set forth therein and in the Cooperation Agreement. The Board Observer Agreement provides, among other things, that Mr. Petito will be entitled to receive notices of meetings of the Board and its committees and copies of relevant materials at the same time as furnished to members of the Board or such committee, subject to exceptions to preserve attorney-client privilege or address conflicts of interest. It also provides for certain confidentiality obligations. The Board Observer Agreement will terminate upon the earliest to occur of (i) the expiration or termination of the Cooperation Agreement in accordance with its terms, (ii) the delivery by Mr. Petito of written notice to the Issuer of his resignation, or the death or permanent disability of Mr. Petito, (iii) the termination of Mr. Petito's status as Board observer pursuant to the terms of the Cooperation Agreement or (iv) the delivery by the Issuer of written notice of termination of the Board Observer Agreement to Mr. Petito if Mr. Petito has not cured a material breach of the Board Observer Agreement (if capable of being cured) within fifteen (15) days after receipt by the Mr. Petito of written notice from the Issuer specifying the material breach in reasonable detail. The foregoing description of the Board Observer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Board Observer Agreement, which is filed as Exhibit 3 hereto and incorporated herein by reference. Pursuant to the Cooperation Agreement, the Issuer has agreed that Mr. Petito will serve as an observer of the Board and that the Fund has certain rights to select a successor observer during the term of the Cooperation Agreement, subject to certain procedures set forth therein. In order to maintain certain of its rights, the Fund, together with its affiliates and associates, must maintain aggregate beneficial ownership of at least 4.9% of the Issuer's common stock then outstanding. The Observer may attend meetings (including telephonic or videoconference meetings), subject to certain recusal provisions, of the Board and its committees, in each case, solely in a non-voting observer capacity. The Fund has agreed to various standstill provisions in the Cooperation Agreement. Subject to the more detailed terms and conditions of the Cooperation Agreement, for the duration of the Standstill Period (as defined below), the Fund has generally agreed, among other things, that neither it nor its affiliates or associates will, subject to certain exceptions described in the Cooperation Agreement, (i) engage, assist in the engagement or otherwise participate in the solicitation of proxies or written consents from stockholders of the Issuer, (ii) form, join or participate in any voting trust, partnership, syndicate or other group (other than arrangements with affiliates and associates of the Fund), (iii) publicly seek to call or publicly request to call a special meeting of the Issuer's stockholders or make a stockholder proposal at any meeting of the Issuer's stockholders, (iv) seek election or appointment to, or representation on, the Board or nominate or propose or recommend the nomination of any candidate to the Board, (v) seek the removal of any member of the Board, (vi) make, solicit or publicly encourage any proposal, announcement, statement, offer or request regarding (A) advising, controlling, changing or influencing the Board or management, (B) any Extraordinary Transaction (as defined in the Cooperation Agreement) or (C) any other material changes in the Issuer's operations, business, corporate strategy, corporate structure, capital structure or allocation or share repurchase or dividend policies, (vii) engage in transactions with respect to securities of the Issuer to the extent that doing so would result in the Fund (together with its affiliates and associates) having a net short position in securities of the Issuer or (viii) engage in certain prohibited communications with stockholders of the Issuer. The Fund has also agreed that, at any annual or special meeting of stockholders of the Issuer during the Standstill Period (as defined below), it will vote its shares in favor of all directors nominated by the Board for election at such meeting. It will also vote its shares in accordance with the Board's recommendations on all other matters, except with respect to