Item 3 of the Amended Statement is hereby amended and restated to read as follows:

The aggregate purchase price of the 6,018 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,074 Warrants directly beneficially held by Mr. Robotti is approximately $155,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mr. Robotti were paid for using his personal funds.

The aggregate purchase price of the 1,081,111 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 269,999 Warrants directly beneficially held by Robotti Advisors (not including shares, Warrants and 8% Senior Secured Notes Due August 2022 (“Senior Secured Notes”) beneficially owned by Robotti Advisors and held by RIC and RI which are disclosed below) is approximately $21,631,000. (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Robotti Advisors (other than those directly held by RIC and RI and disclosed below) were paid for using the personal funds of its advisory clients.

The aggregate purchase price of the 2,400 shares of Common Stock beneficially held by Robotti Securities, LLC is approximately $45,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Securities were paid for using its working capital.

The aggregate purchase price of the 10,881 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)) and 1,288 Warrants directly beneficially held by Mrs. Suzanne Robotti is approximately $181,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by Mrs. Suzanne Robotti were paid for using her personal funds.

The aggregate purchase price of the 894,609 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 78,973 Warrants and $455,965 in principal amount of new Senior Secured Notes directly beneficially held by RIC is approximately $11,422,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RIC were paid for using its working capital.

The aggregate purchase price of the 521,030 shares of Common Stock (not including any shares deemed owned pursuant to Rule 13d-3(d)(1)(i)), 38,725 Warrants and $245,620 in principal amount of new Senior Secured Notes directly beneficially held by RI is approximately $6,295,000 (including brokerage fees and expenses). All of the shares of Common Stock and Warrants directly beneficially held by RI were paid for using its working capital.

The aggregate purchase price of the 3,000 shares of Common Stock beneficially held by Robotti Foundation is approximately $48,000 (including brokerage fees and expenses). All of the shares of Common Stock beneficially held by Robotti Foundation were paid for using its personal funds.

The aggregate purchase prices set forth in this Item 3 relating to RIC and RI reflect certain cost basis adjustments due to the exchange of the Issuer’s Credit Agreement Revolving Credit Commitment and Term Loan A as a consequence of the 2017 plan of reorganization of the Issuer.

Item 4 of the Amended Statement is hereby amended to add the following:

On May 3, 2021, the Reporting Persons entered into a Cooperation Agreement (“Cooperation Agreement”) with the Issuer.  Pursuant to the Cooperation Agreement, the Issuer has agreed to increase the size of its Board of Directors (“Board”) from seven to eight directors, to nominate Mr. Robotti to its Board for election at the Issuer’s 2021 Annual Meeting of Stockholders (“2021 Annual Meeting”) and, upon his election, to appoint Mr. Robotti to serve on the Compensation Committee of the Board (subject only to Mr. Robotti’s satisfaction of the requirements of the New York Stock Exchange and applicable law which shall be determined by the Board and any applicable committee of the Board prior to the 2021 Annual Meeting).  Pursuant to the Cooperation Agreement, the Reporting Persons have agreed to withdraw their nomination of persons for election as directors of the Issuer at the Issuer’s 2021 Annual Meeting and their demand for certain stockholder list information relating to the Issuer, to vote in favor of the Issuer’s nominees and proposals except as described below, and to abide by certain other customary standstill provisions.

The Reporting Person’s rights and the Issuer’s obligations under the Cooperation Agreement to nominate Mr. Robotti at the 2021 Annual Meeting and appoint Mr. Robotti to the Compensation Committee are conditioned on the Reporting Persons’ Net Long Position (as defined in the Cooperation Agreement) not falling at any time below 1,425,025 shares of the Issuer’s common stock, $0.001 par value per share (the “Common Stock”), representing 3.5% of the outstanding shares of Common Stock as of the effective date of the Cooperation Agreement (the “Minimum Ownership Threshold”), subject to certain exceptions set forth in the Cooperation Agreement.  In addition, if at any time the Reporting Persons’ Net Long Position falls below the Minimum Ownership Threshold, Mr. Robotti shall immediately tender his resignation letter as a director to the Board which letter has been delivered in advance. During the term of the Cooperation Agreement, the size of the board shall not exceed nine (9) directors without the unanimous written consent of all of the directors on the Board, other than in connection with any merger or acquisition approved by a majority of the directors then serving on the Board.

With respect to each annual or special meeting of the Issuer’s stockholders during the term of the Cooperation Agreement, the Reporting Persons agreed to vote the shares of Common Stock it holds in accordance with the Board’s recommendations on proposals regarding the election or removal of directors (each such proposal, a “Director Proposal”) and any other proposal to be submitted to the stockholders by either the Issuer or any stockholder of the Issuer.  The Reporting Persons may, however, vote in accordance with the recommendation of Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC if it differs from the Board’s recommendation with respect to any proposal submitted by the Issuer or any of its stockholders (other than a Director Proposal) and the Reporting Persons may vote in their discretion on certain extraordinary transactions.

The Reporting Persons have also agreed to certain customary standstill provisions prohibiting them from, among other things, (i) making certain announcements regarding or proposing certain extraordinary transactions relating to the Issuer, (ii) soliciting proxies, (iii) selling securities of the Issuer outside of the public markets which results in any third party owning more than 4.9% of the outstanding shares of the Common Stock (subject to certain exceptions set forth in the Cooperation Agreement), (iv) taking actions to change or influence the Board, Issuer management or the direction of certain Issuer matters other than Mr. Robotti in his capacity as a director, and (v) exercising certain stockholder rights.

The Issuer agreed to reimburse the Reporting Persons for their reasonable, documented out-of-pocket fees and expenses incurred in connection with the 2021 Annual Meeting and the negotiation and execution of the Cooperation Agreement, in an amount not to exceed $200,000 in the aggregate.

The Cooperation Agreement will terminate on the date that is the earlier of (i) one hundred fifty (150) days prior to the 2022 annual meeting of stockholders of the Issuer (the “2022 Annual Meeting”) and (ii) one hundred fifty (150) days prior to the first anniversary of the 2021 Annual Meeting, except that if the Issuer notifies the Reporting Persons that the Board has determined to nominate Mr. Robotti for election at the 2022 Annual Meeting by no later than the earlier of (i) one hundred sixty-five (165) days prior to the 2022 Annual Meeting and (ii) one hundred sixty-five (165) days prior to the first anniversary of the 2021 Annual Meeting, the term of the Cooperation Agreement will be extended until the date that is the earlier of (i) one hundred fifty (150) days prior to the 2023 annual meeting of stockholders of the Issuer and (ii) one hundred fifty (150) days prior to the first anniversary of the 2022 Annual Meeting.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is filed herewith as Exhibit 8 to this Statement and incorporated herein by reference.

 Item 5 of the Amended Statement is hereby amended and restated to read as follows:

(a)-(b) As of May 3, 2021, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:

^*Based on the aggregate of (i) 40,731,777 shares of Common Stock, $0.001 Par Value per share, outstanding as of April 12, 2021, as disclosed in the Issuer’s Annual Report on Form 10-K/A Amendment No. 1, for the year ended December 31, 2020 and filed with the Commission on April 30, 2021, plus (ii) the number of shares of Common Stock underlying the Warrants beneficially owned by the Reporting Person, as required by Rule 13d-3(d)(1)(i) (“Rule 13d-3(d)(1)(i)”) under the Act.

^** Less than 1%

(d) Robotti Advisors’ advisory clients have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock owned by them.  Except as set forth in the immediately preceding sentence, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons.  No advisory client is known to any Reporting Person to have, and except as otherwise set forth herein no Reporting Person has, the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Issuer’s Common Stock.

(e) Not Applicable

Item 7 of the Amended Statement is hereby amended to add the following: