Item 4 — Purpose of Transaction
The Reporting Persons acquired the Shares because they believed the Shares were materially undervalued and represented an attractive investment opportunity. As described in paragraphs one, two and three of Item 4 of the Original Schedule 13D, the Reporting Persons were of the view that (i) the Issuer's Board of Directors (the "Board"), had been highly ineffective at creating any sustainable shareholder value since the Issuer's shares began to be publicly traded on August 4, 2000 (the "IPO"); (ii) the ongoing lack of scale in the Issuer's business, combined with its highly inefficient public-company structure, left shareholders at serious risk of further value degradation; and (iii) the Issuer's business presented significantly more value to a strategic acquirer than its public market valuation. As a result of the foregoing and as disclosed in detail in Item 4 of the Original Schedule 13D, the Reporting Persons considered taking one or more actions described in subjections (a) through (j) of Item 4 of Schedule 13D, and intended to seek to replace a majority of the current members of the Board of the Issuer with candidates that were committed to an expedited return of shareholders' capital through a sale of the Issuer by running a competing proxy statement at the Issuer's 2025 Annual Meeting of Stockholders. Subsequent to the filing of the Original Schedule 13D, the Reporting Persons engaged in discussions with the Issuer, and the parties have agreed to resolve their differences with respect to this matter by entering into a Cooperation Agreement dated June 24, 2025 (the "Cooperation Agreement"). Under the terms of the Cooperation Agreement, the Issuer agreed to appoint James (Jim) C. Auker to its Board and agreed to nominate him for election to the Issuer's Board at its 2025 Annual Meeting of Stockholders (the date for which has not yet been announced). The Reporting Persons agreed not to become a party to any agreements, arrangements or understandings with Mr. Auker regarding his Board service, and all of the parties to the Cooperation Agreement acknowledged that Mr. Auker would be subject to the standard policies and benefits applicable to members of the Board generally. The parties further agreed that so long as the Reporting Persons hold in the aggregate 1% of the Issuer's then outstanding shares of Common Stock, then to the extent that Mr. Auker is unable or unwilling to serve on the Board during the term of the Cooperation Agreement, COLIF shall have the ability to recommend a replacement appointee, subject to certain limitations. The Cooperation Agreement has an initial term that ends on the earlier of the date that is (i) 15 days prior to the deadline for the submission of stockholder nominations for the Company's 2026 annual meeting of stockholders, and (ii) 120 days prior to the first anniversary of the 2025 annual meeting of stockholders, with the ability of the Issuer to extend the term to the comparable periods related to the 2027 annual meeting of stockholders (or anniversary of 2026 annual meeting of stockholders), to the extent that Mr. Auker (or his replacement) is renominated by the Issuer, all as described in and subject to the terms of the Cooperation Agreement. In addition to matters related to Board service, the Cooperation Agreement also obligates the Issuer to use its reasonable best efforts to engage a nationally recognized investment bank or financial advisor within 60 days of Mr. Auker's appointment to the Board to evaluate the Issuer's strategic alternatives, which shall be periodically reviewed and reassessed by the Board during the term of the Cooperation Agreement. The Reporting Persons also agreed to vote all shares of the Issuer's Common Stock owned by them in favor of the election of the Board's director nominees and in accordance with the Board's recommendations on various proposals and business that may be brought forth at meetings of the Issuer's stockholders, subject to certain limitations for various extraordinary corporate transactions and to the extent that Institutional Shareholder Services Inc. or Glass, Lewis & Co., LLC recommend otherwise (except with respect to recommendations related to the election or removal of directors). In addition, except as otherwise addressed in the Cooperation Agreement, the Reporting Persons agreed not to: (i) acquire additional Issuer securities or assets; (ii) nominate persons to the Board; (iii) participate in proxy solicitations with respect to the Issuer's directors or other matters; (iv) take various other actions regarding matters to be undertaken at meetings of stockholders; (v) form groups related to the voting of the Issuer's shares, including creating voting trusts; (vi) engage in certain short-sales or swap transactions with respect to the Issuer's securities; and (vii) take various other actions, including initiating various types of unsolicited extraordinary corporate transactions involving the Issuer. The Cooperation Agr