Form SCHEDULE 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

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Exhibit 99.1

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Date: December 20, 2024

BANK OF AMERICA CORPORATION

By: /s/ Andres Ortiz

Name: Andres Ortiz

Title: Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH INC.

By: /s/ Andres Ortiz

Name: Andres Ortiz

Title: Authorized Signatory

BANC OF AMERICA PREFERRED FUNDING CORPORATION

By: /s/ Andres Ortiz

Name: Andres Ortiz

Title: Authorized Signatory

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Exhibit  99.2

BANK OF AMERICA CORPORATION

 

LIMITED POWER OF ATTORNEY

BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Marie Andre, Szabina Biro, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwok, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako as an attorney-in-fact for the Corporation acting for the Corporation and in the Corporation's name, place and stead, for the Corporation's use and benefit, to bind the Corporation by their execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934, and other large shareholder and short position regulatory reporting requirements in other jurisdictions.

 

Any documents executed by an attorney-in-fact in accordance with this Limited Power of Attorney shall fully bind and commit the Corporation and all other parties to such documents may rely upon the execution thereof by the attorney-in fact as if executed by the Corporation and as the true and lawful act of the Corporation.

 

This Limited Power of Attorney shall automatically terminate as to the authority of Marie Andre, Szabina Biro, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwok, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako upon the earlier of the date period of 12 months from the date hereof or the attorney-in- fact's resignation or termination from or transfer out of the Global Markets Non- Financial Regulatory Reporting Department; however, any such resignation, termination or transfer shall have no impact on any documents or instruments executed by any attorney-in-fact named above for the Corporation prior to such resignation, termination or transfer.

This Limited Power of Attorney shall revoke the Limited Power of Attorney executed by the Corporation on May 11, 2023; however, such revocation shall have no impact on any actions taken pursuant to that Power of Attorney.

 

IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by the Corporation to the Attorney-in-Fact on this 7^th day of May, 2024.

	BANK OF AMERICA CORPORATION
	By:	/s/ Ellen A. Perrin
		Ellen A. Perrin
		Associate General Counsel, Senior Vice President and Assistant Secretary

 

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BANC OF AMERICA PREFERRED FUNDING CORPORATION

 

LIMITED POWER OF ATTORNEY

 

BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Marie Andre, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwok,Frank Lui, JamesTodd,BenTsoi, Michelle Wong, and Monica Yako as an attorney-in-fact for the Corporation acting for the Corporation and in the Corporation's name, place and stead, for the Corporation's use and benefit, to bind the Corporation by their execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934, and other large shareholder and short position regulatory reporting requirements in other jurisdictions.

 

Any documents executed by an attorney-in-fact in accordance with this Limited Power of Attorney shall fully bind and commit the Corporation and all other parties to such documents may rely upon the execution thereof by the attorney-in fact as if executed by the Corporation and as the true and lawful act of the Corporation.

 

This Limited Power of Attorney shall automatically te1minate as to the authority of Marie Andre, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, KelvinKwok,Frank Lui,JamesTodd,BenTsoi, Michelle Wong, and Monica Yako upon the earlier of the date period of 12 months from the date hereof or the attorney-in- fact's resignation or termination from or transfer out of the Global Markets Non- Financial Regulatory Reporting Department; however, any such resignation, termination or transfer shall have no impact on any documents or instruments executed by any attorney-in-fact named above for the Corporation prior to such resignation, te1mination or transfer.

 

IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by the Corporation to the Attorney-in-Fact on this 20th day of November, 2024.

BANC OF AMERICA PREFERRED FUNDING CORPORATION

/s/ David A. Stephens

David A. Stephens, Managing Director

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POWER OF ATTORNEY

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, a Delaware corporation (the "Corporation"), hereby appoints Marie, Andre, Szabina Biro, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Tze Wei Kelvin Kwok, Frank Liu, James Todd, Ben Tsoi, Mei Suet Michelle Wong and Monica Yako as Attorneys-in-Fact for the Corporation (each an "Attorney-in-Fact") acting for the Corporation and in the Corporation's name, place and stead to:

 

1.

execute and deliver agreements, forms and documents ansmg during the Company's ordinary course of business related to all Large Shareholder, Short Position and Takeover Panel regulatory reporting requirements in all applicable jurisdictions.

2.

do any act or enter into any other document necessary or ancillary to the foregoing.

 

Any Documents executed by an Attorney-in-Fact shall fully bind and commit the Corporation and all other parties to such Documents may rely upon the execution thereof by the Attorney-in-Fact as if executed by the Corporation and as the true and lawful act of the Corporation.

 

This Power of Attorney shall (i) automatically terminate as to the authority of any Attorney-in-Fact on May 30, 2025, or upon such Attorney-in-Fact's resignation or termination from Bank of America's Global Markets NFRR division of the Global Operations group and (iii) unless earlier terminated under clause (ii), otherwise remain in effect until revoked in writing by the Corporation; provided however, such termination shall have no impact on any Document or instrument connected therewith executed by such Attorney-in-Fact for the Corporation prior to such termination.

 

The Secretary of the Corporation shall retain this Power of Attorney as an official document of the Corporation.

 

IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by Corporation to each Attorney-in-Fact on this 20th day of May, 2024.

	MERRILL LYNCH, PIERCE, FENNER
	& SMITH INCORPORATED
	By:/s/ Michael Karam
	Name:Michael Karam
	Title:Managing Director

 

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Exhibit 99.3

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF

REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation. The business address of each of the executive officers and directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.

Name		Position with Bank of America Corporation		Principal Occupation
Brian T. Moynihan		Chairman of the Board, Chief Executive Officer and Director		Chairman of the Board and Chief Executive Officer of Bank of America Corporation
Paul M. Donofrio		Vice Chair		Vice Chair of Bank of America Corporation
Thong M. Nguyen		Vice Chair, Head of Global Strategy & Enterprise Platforms		Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
Bruce R. Thompson		Vice Chair, Head of Enterprise Credit		Vice Chair, Head of Enterprise Credit of Bank of America Corporation
Dean C. Athanasia		President, Regional Banking		President, Regional Banking of Bank of America Corporation
James P. DeMare		President, Global Markets		President, Global Markets of Bank of America Corporation
Kathleen A. Knox		President, The Private Bank		President, The Private Bank of Bank of America Corporation
Matthew M. Koder		President, Global Corporate and Investment Banking		President, Global Corporate and Investment Banking of Bank of America Corporation
Bernard A. Mensah		President, International; CEO, Merrill Lynch International		President, International of Bank of America Corporation and CEO, Merrill Lynch International
Lindsay DeNardo Hans		President, Co-Head Merrill Wealth Management		President, Co-Head Merrill Wealth Management of Bank of America Corporation
Eric Schimpf		President, Co-Head Merrill Wealth Management		President, Co-Head Merrill Wealth Management of Bank of America Corporation
Aditya Bhasin		Chief Technology and Information Officer		Chief Technology and Information Officer of Bank of America Corporation
D. Steve Boland		Chief Administrative Officer		Chief Administrative Officer of Bank of America Corporation
Alastair Borthwick		Chief Financial Officer		Chief Financial Officer of Bank of America Corporation
Sheri Bronstein		Chief Human Resources Officer		Chief Human Resources Officer of Bank of America Corporation
Geoffrey Greener		Chief Risk Officer		Chief Risk Officer of Bank of America Corporation
Thomas M. Scrivener		Chief Operations Executive		Chief Operations Executive of Bank of America Corporation
Lauren A. Mogensen		Global General Counsel		Global General Counsel of Bank of America Corporation
Lionel L. Nowell, III		Lead Independent Director		Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
Sharon L. Allen		Director		Former Chairman, Deloitte LLP
Jose E. Almeida		Director		Chairman, President and Chief Executive Officer of Baxter International Inc.
Pierre J.P. de Weck1		Director		Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
Arnold W. Donald		Director		Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
Linda P. Hudson		Director		Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
Monica C. Lozano		Director		Lead Independent Director, Target Corporation; Former Chief Executive Officer, Former College Futures Foundation and Former Chairman, US Hispanic Media Inc.
Denise L. Ramos		Director		Former Chief Executive Officer and President of ITT Inc.
Clayton S. Rose		Director		Baker Foundation Professor of Management Practice at Harvard Business School
Michael D. White		Director		Former Chairman, President, and Chief Executive Officer of DIRECTV
Thomas D. Woods2		Director		Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
Maria T. Zuber		Director		Vice President for Research and E.A., Griswold Professor of Geophysics, MIT

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¹ Mr. de Weck is a citizen of Switzerland.

² Mr. Woods is a citizen of Canada.

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The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation. The business address of each of the executive officers and directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.

Name		Position with Banc of America Preferred Funding Corporation		Principal Occupation
John J. Lawlor		Director and President		Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
James Duffy		Managing Director		Director; MBAM BFO, The CFO Group of Bank of America, National Association
Michael I. Jentis		Managing Director		Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
Mona Payton		Managing Director		Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
Edward J. Sisk		Director and Managing Director		Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
John B. Sprung		Director		Corporate Director
David A. Stephens		Director and Managing Director		Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association

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The following sets forth the name and present principal occupation of each executive officer and director of Merrill Lynch, Pierce, Fenner & Smith Incorporated. The business address of each of the executive officers and directors of Merrill Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park, New York, NY 10036.

Name		Position with Merrill Lynch, Pierce, Fenner & Smith Incorporated		Principal Occupation
Eric Schimpf		Chief Executive Officer and Director		President, Co-Head Merrill Wealth Management of Bank of America Corporation
Lorna R. Sabbia		Director		Managing Director; Head of Workplace Benefits: Consumer and Small Business
Nancy Fahmy		Director		Managing Director; Head of Investment Solutions Group: Merrill Wealth Management
Lindsay DeNardo Hans		Director		President, Co-Head Merrill Wealth Management of Bank of America Corporation
Matthew T. Gellene		Director		Managing Director; Head of Consumer Investments: Consumer and Small Business
Faruqe Alam		Chief Financial Officer and Managing Director		Managing Director; BofA Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith CFO, Broker Dealer Legal Entity Controller
David C. Heaton		Chief Legal Officer and Managing Director		Deputy General Counsel & Managing Director; Legal Executive
Joseph A. Guardino		Chief Operations Officer and Managing Director		Managing Director; Equities Ops, Client Service, EMEA & AMRS Branch Ops and LATAM & Canada Ops: Global Operations
Michael Karam		Chief Compliance Officer		Managing Director; Compliance and Operational Risk Executive – Registered: Global Risk Management
Susan Axelrod		Managing Director		Managing Director; Merrill, Private Bank, & Wealth Mgmt CRO/Compliance & Op Risk, Electronic Comms: Global Risk Management
Manami Ishii		Treasurer and Managing Director		Director; Sr Asset Liability Manager, The CFO Group
Samantha J. Leventhal		Anti-Money Laundering Compliance Officer		Managing Director; Global Financial Crimes Executive I

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Exhibit 99.4

SCHEDULE II

LITIGATION SCHEDULE

Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. ("BofA Securities," successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in the BofA Securities Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.

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Exhibit 99.5

Schedule III

The following tables set forth all unreported transactions with respect to common stock effected by or on behalf of the Reporting Persons. All of their transactions were effectuated for cash.

COMMON STOCK

TRADE DATE	BUY/SELL	QUANTITY	PRICE	EXECUTION
10/11/2024	S	1	$9.18	OTC
10/16/2024	B	1	$9.14	OTC
10/30/2024	B	200	$8.84	OTC
10/31/2024	S	200	$8.88	OTC

 

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