Table of Content ITEM 9A. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act”), are controls and procedures that are designed to ensure that the information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is appropriately accumulated and communicated to management, including our Chief Executive Officer ("CEO”) and our Chief Financial Officer ("CFO”), as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation included consideration of the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified by the SEC. This evaluation also considered the work completed related to our compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Based on this evaluation, our CEO and CFO have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate over time. We have used the framework set forth in the report entitled Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) to evaluate the effectiveness of our internal control over financial reporting. As a result of this evaluation, Management has concluded that our internal control over financial reporting was effective as of December 31, 2023. Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2023. This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. ITEM 9B. OTHER INFORMATION Amendment No. 1 to A&R Term Loan Credit Agreement On March 6, 2024, the Company, along with the guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as agent, entered into Amendment No. 1, Limited Waiver and Consent to Amended and Restated Term Loan Credit Agreement ("Term Loan Amendment No. 1”) to the A&R Term Loan Credit Agreement. Term Loan Amendment No. 1 amended the A&R Term Loan Credit Agreement to, among other things (i) modify the definition of "EBITDA” to permit certain additional addbacks, (ii) increase the amount of purchase money indebtedness and capital lease obligations permitted thereunder, (iii) permit a sale and leaseback transaction closed concurrently with Term Loan Amendment No. 1 (the "Sale Leaseback Transaction”) and (iv) waive any mandatory prepayment requirement in connection with such sale leaseback transaction. The foregoing summary of Term Loan Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full and complete text of Term Loan Amendment No. 1, a copy of which is attached hereto as Exhibit 10.20 and is incorporated by reference herein. 68