You are cordially invited to attend a special meeting of stockholders of KORE Group Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” and “our”), in a virtual meeting format on [     ], 2026 at [  ] Eastern Time (the “special meeting”) (unless the special meeting is adjourned or postponed). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/KORE2026SM. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the special meeting.

On February 26, 2026, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with KONA Parent, L.P., a Delaware limited partnership (“Parent”) affiliated with certain funds managed by Searchlight Capital Partners, L.P. and Abry Partners, LLC and/or Abry Partners II, LLC, and KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “merger”), with the Company continuing as the surviving corporation and a subsidiary of Parent (the “surviving corporation”).

Subject to the terms and conditions set forth in the merger agreement, except for the shares of Company common stock (as defined below) and the Penny Warrants held by the Rollover Stockholders (as defined in the accompanying proxy statement) that are contributed to Parent pursuant to the Rollover Agreements and the Additional Rollover Agreements (each as defined in the accompanying proxy statement) immediately prior to the effective time of the merger, at the effective time of the merger, each share of common stock, par value $0.0001 per share, of the Company (the “Company common stock”) issued and outstanding immediately prior to the effective time of the merger (other than (i) shares of Company common stock held by Parent or Merger Sub, (ii) shares of Company common stock held by the Company as treasury shares or (iii) shares of Company common stock held by any person who properly exercises appraisal rights under Delaware law) will be converted into the right to receive an amount in cash equal to $9.25 per share of the Company common stock, without interest (the “merger consideration”), subject to any applicable tax withholding. If the merger is consummated, you will be entitled to receive $9.25 in cash, without interest and subject to any applicable tax withholding, in exchange for each share of Company common stock you own at the effective time of the merger (unless you have properly and validly exercised and do not withdraw or otherwise lose your appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)).

The board of directors of the Company (the “Board”) duly formed a special committee of independent and disinterested members of the Board (the “Special Committee”) with the power and authority to, among other things review, evaluate, negotiate, and recommend a possible strategic sale of the Company and the Company’s alternatives thereto (including whether the Company should remain a stand-alone entity).

The Special Committee, as more fully described in the accompanying proxy statement, evaluated the merger agreement and the transactions contemplated thereby, including the merger, in consultation with its own independent legal and financial advisors, and considered various factors. After careful consideration, the Special Committee unanimously approved the merger agreement, the related transaction documents and the transactions contemplated thereby and recommended that the Board (a) determine that the merger agreement, the related transaction documents and the transactions contemplated thereby are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders (as defined in the proxy statement attached hereto)); (b) approve, adopt and declare advisable the merger agreement, the related transaction documents and the transactions contemplated thereby; (c) approve the execution and delivery of the merger agreement and the related transaction documents, the performance by the Company of its covenants and other obligations contained therein,

and the consummation of the merger and the other transactions upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company; (d) direct that the adoption of the merger agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (e) subject to the terms and conditions of the merger agreement, recommend that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL.

The Board (acting upon the recommendation of the Special Committee) has by unanimous vote of the directors present at a special meeting of the Board held on February 26, 2026, (A) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders (as defined in the proxy statement attached hereto)); (B) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; (C) approved the execution and delivery of the merger agreement by the Company, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company; (D) directed that the adoption of the merger agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (E) recommended that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL.

At the special meeting, you will be asked to consider and vote on (i) a proposal to adopt the merger agreement (the “merger agreement proposal”), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the merger (the “advisory compensation proposal”) and (iii) a proposal to approve any adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the merger agreement proposal at the time of the special meeting (the “adjournment proposal”). The Board recommends you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you.

Your vote is important, regardless of the number of shares you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of (a) a majority of the voting power represented by the outstanding shares of Company common stock that are entitled to vote thereon in accordance with the DGCL and (b) a majority of votes cast by the Disinterested Stockholders (as defined in the proxy statement attached hereto) at the special meeting. Whether or not you plan to attend the special meeting, we want to make sure your shares are represented at the meeting. Please follow the voting instructions provided on the enclosed proxy card to submit your vote.

After reading the accompanying proxy statement, please authorize a proxy to vote your shares of common stock by completing, dating, signing and returning your proxy card or vote your shares by attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “The Special Meeting — Voting Procedures.” If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please send an email to Vik Vijayvergiya, VP, Investor Relations, at vvijayvergiya@korewireless.com stating the purpose of the request and providing proof of ownership of common stock.

Thank you in advance for your cooperation and continued support.

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [       ], 2026 and, together with the enclosed form of proxy card, is first being mailed to the Company’s stockholders on or about [   ], 2026.

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of KORE Group Holdings, Inc., a Delaware corporation (the “Company”, “we”, “us” and “our”), will be held in a virtual meeting format on [   ], 2026 at [  ] Eastern Time (the “special meeting”) (unless the special meeting is adjourned or postponed). The Company’s stockholders will be able to virtually attend and vote at the special meeting by visiting www.virtualshareholdermeeting.com/KORE2026SM. For purposes of attendance at the special meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the special meeting. The special meeting is being held for the purpose of acting on the following matters:

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meaning set forth below:

“Abry” means Abry Partners, LLC, Abry Partners II, LLC and/or certain of their respective controlled funds.

“Abry Entities” means ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., ABRY Investment Partnership, L.P., ABRY Senior Equity IV, L.P. and ABRY Senior Equity Co-Investment Fund IV, L.P.

“Additional Rollover Agreements” means rollover or reinvestment arrangements with any direct or indirect holder of common stock of the Company and/or Company Warrants entered into from and after the date of the merger agreement until the 15^th business day after the date of the merger agreement.

“Additional Rollover Stockholders” means such holders who execute Additional Rollover Agreements.

“Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a second Person, provided each Guarantor and its controlled Affiliates shall be deemed Affiliates of Parent and Merger Sub. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Backstop Notes” means the 5.50% Exchangeable Senior Notes due 2028, issued to a lender and its affiliates by KORE Wireless Group, Inc. and guaranteed by the Company, in an aggregate principal amount of $120.0 million.

“Backstop Notes Indenture” means that certain Amended and Restated Indenture, dated as of November 15, 2021, by and among the Company, KORE Wireless Group, Inc. and Wilmington Trust, National Association.

“Company” means KORE Group Holdings, Inc., a Delaware corporation.

“Company Warrants” means the Penny Warrants, Private Placement Warrants and Public Warrants.

“Disinterested Stockholders” means all holders of outstanding shares of the Company’s common stock other than (a) Searchlight IV KOR, L.P. and its Affiliates, (b) Abry Partners, LLC and its Affiliates, (c) the other Rollover Stockholders, (d) all Persons that the Company has determined to be “officers” of the Company within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, and (e) all members of the Company Board who are affiliated with Searchlight or Abry or any of the other Rollover Stockholders.

“Equity Investors” means Searchlight Capital IV, L.P., a Cayman Islands exempted limited partnership, Searchlight Capital IV PV-A, L.P., a Cayman Islands exempted limited partnership, and Searchlight Capital IV PV-B, L.P., an Ontario limited partnership.

“Existing Credit Document” means that certain Credit Agreement, dated as of November 9, 2023 by and among KORE Wireless Group Inc., the Company, King LLC Merger Sub LLC (as successor to Maple Intermediate Holdings Inc.), WhiteHorse Capital Management, LLC and the lenders party thereto (and as amended, supplemented, waived or otherwise modified from time to time prior to the date of the merger agreement).

“Guarantors” means Searchlight Capital IV, L.P., a Cayman Islands exempted limited partnership, Searchlight Capital IV PV-A, L.P., a Cayman Islands exempted limited partnership, and Searchlight Capital IV PV-B, L.P., an Ontario limited partnership.

“Merger Sub” means KONA Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent.

“NYSE” means the New York Stock Exchange.

“Parent” means KONA Parent L.P., a Delaware limited partnership.

“Penny Warrants” means the warrants issued by the Company to Searchlight IV KOR, L.P. on November 15, 2023, and December 13, 2023.

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental authority or other entity of any kind or nature.

“Private Placement Warrants” means the warrants to purchase one share of the common stock of the Company at an adjusted exercise price of $57.50 per share, subject to further adjustment, on the terms and conditions set forth in the Warrant Agreement, issued by the Company to Affiliates of Cerberus Telecom Acquisition Corp. pursuant to the Private Placement Units Purchase Agreement by and between Cerberus Telecom Acquisition Corp. and Cerberus Telecom Acquisition Holdings, LLC, dated as of October 21, 2020.

“Public Warrants” means the warrants to purchase one share of the common stock of the Company at an exercise price of $57.50 per share, subject to adjustment, on the terms and conditions set forth in the Warrant Agreement, other than the Private Placement Warrants.

“Rollover Agreements” means a voting, support and rollover agreement, on terms mutually agreeable among Parent and the parties to such agreement, entered into by and among Parent, the Company and certain of the Company’s stockholders concurrently with the execution and delivery the merger agreement and following the date of the merger agreement with one or more of the Company’s other stockholders.

“Rollover Stockholders” means (a) certain affiliates of Searchlight and Abry that executed Rollover Agreements and (b) the Additional Rollover Stockholders.

“Searchlight” means Searchlight IV KOR, L.P., a Delaware limited partnership.

“Searchlight Capital” means Searchlight Capital Partners, L.P.

“Searchlight Entities” means Parent, Merger Sub, Searchlight Capital, and Searchlight.

“Special Committee” means the special committee consisting of only independent and disinterested members of the Board with the power and authority to, among other things, review, evaluate, negotiate, and recommend a Potential Transaction and the Company’s alternatives thereto (including whether the Company should remain a stand-alone entity).

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting, the merger and the merger agreement. These questions and answers may not address all questions that may be important to you. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

The Company is seeking the adoption by the holders of Company common stock of the merger agreement that the Company entered into on February 26, 2026 with Parent and Merger Sub. Under the terms of the merger agreement, subject to the satisfaction or (if permissible under applicable law) waiver of specified conditions, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a subsidiary of Parent. The Board, by unanimous vote of those directors present at a special meeting of the Board held on February 26, 2026 (excluding the Searchlight and Abry directors, who were not present at such special meeting of the Board), has approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that Company stockholders vote to adopt the merger agreement.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement, including the Company’s identification and evaluation of strategic alternatives and the negotiation of the merger agreement. The following chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management team, the representatives of each party to the merger agreement, their respective advisors, or any other persons, including the Special Committee, the Searchlight Entities and the Abry Entities.

The Board, acting independently and with information from the Company’s management team, and in the ordinary course of business, regularly evaluates the operations, financial performance, liquidity, future growth prospects, market perception, and industry conditions of the Company in light of the totality of the circumstances, including current and anticipated business and industry trends, regulatory conditions, future growth prospects, the current and expected financing environment, and overall strategic direction of its business, in each case, with the goal of maximizing short-term and long-term value for its shareholders. The Board and management team have, from time to time, considered various strategic alternatives, including the continued execution of the Company’s strategy as a stand-alone public company, the pursuit of various alliances, potential combinations, and potential acquisitions and partial dispositions. In early 2023, the Board, together with Company management and financial advisors, reviewed the Company’s strategic and operating position and the Company’s access to liquidity and capital needed to continue the Company’s business as currently conducted. The Company concluded that despite the Company’s execution on its current strategy, among other things, the Company’s debt leverage profile and constrained common stock public float and trading liquidity drove a lower per-share common stock price, limiting potential interest in the Company. Furthermore, the Board considered that the Company’s term loan of an aggregate of $315.0 million would mature on December 31, 2024, leading the Company to explore a comprehensive refinance and investment transaction.

As a result of this process, on November 9, 2023, the Company, only with respect to certain limited sections thereof, King LLC Merger Sub LLC (as successor to Maple Intermediate Holdings Inc.), KORE Wireless Group, Inc., as borrower, and certain other subsidiaries of the Company, as guarantors, entered into a certain credit agreement with Whitehorse Capital Management, LLC, as administrative agent and collateral agent, and the lenders party thereto (the “Credit Agreement”), that consisted of a term loan of $185 million, as well as a senior secured revolving credit facility of $25 million. On November 15, 2023, the Credit Agreement became effective. The proceeds of the credit facilities under the Credit Agreement were used to fully repay the previously existing senior secured term loan and revolver facilities entered into on December 21, 2018 (as from time to time amended and supplemented or otherwise modified) by and among Maple Intermediate Holdings Inc., Kore Wireless Group Inc., the subsidiary guarantors party thereto, UBS AG Stamford Branch, as administrative agent and collateral agent, and UBS Securities LLC and Antares Capital LP, as joint lead arrangers and bookrunners.

Also as a result of this process, the Company entered into an Investment Agreement (as amended by the Amendment to Investment Agreement, dated as of December 13, 2023) (the “Investment Agreement”) on November 9, 2023, with Searchlight, under which the Company agreed to issue and sell to Searchlight (i) shares of Series A-1 Preferred Stock of the Company, par value of $0.0001 (the “Series A-1 Preferred Stock”), at a price per share of $1,000 and (ii) a warrant (the “Warrant”) to purchase shares of common stock of the Company, with an exercise price of $0.01 per share (as may be adjusted in accordance with the Warrant) in a private placement

(collectively, the “Searchlight Financing”) for an aggregate purchase price of $150.0 million (the “Purchase Price”). At the closing of the Searchlight Financing, which occurred on November 15, 2023, the Company issued to Searchlight an aggregate of 150,000 shares of the Series A-1 Preferred Stock and a Warrant to purchase up to an aggregate of 11,800,000 shares of Company common stock (as may be adjusted in accordance with the Warrant). On December 13, 2023, the Company issued to Searchlight an additional 2,857 shares of Series A-1 Preferred Stock, at a price per share of $1,000, and a warrant (the “Additional Warrant,” which collectively with the other warrants issued on November 15, 2023 comprise the “Penny Warrants”) to purchase an additional 224,711 shares of Company common stock (as may be adjusted in accordance with the Additional Warrant), with an exercise price of $0.01 per share (as may be adjusted in accordance with the Additional Warrant) in a private placement for an aggregate purchase price of approximately $2.9 million.

In connection with the Searchlight Financing, Searchlight obtained the right to appoint two directors to the Board pursuant to that certain Amended and Restated Investor Rights Agreement, dated as of November 15, 2023, by and among the Company and the signatories thereto (as further amended and restated by that certain Second Amended and Restated Investor Rights Agreement, dated as of October 30, 2024, by and between the Company and the signatories thereto) (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, Abry also was entitled to appoint two directors to the Board. On November 15, 2023, Searchlight appointed Andrew Frey and David Fuller to the Board, and Abry elected that Jay Grossman and Robert MacInnis would continue to serve on the Board. Each of Messrs. Frey, Fuller, Grossman and MacInnis remain as members of the Board.

On December 19, 2024, Searchlight filed a Schedule 13D/A (the “December 19 Schedule 13D/A”) with the SEC disclosing, among other things, that Searchlight, individually and together with its affiliates, intended to evaluate the possibility of a further investment in or full acquisition of the Company, which could include open-market or private purchases of the Company’s common stock (to the extent permitted by existing agreements), and that Searchlight may have discussions with the Company and/or sources of financing or other third parties concerning the foregoing. Prior to the filing of the December 19 Schedule 13D/A, the Company’s stock price closed at $1.17 on December 18, 2024.

In late December 2024 after the filing of the December 19 Schedule 13D/A, there were discussions among the Board members that were not affiliated with Searchlight and Abry about the potential need to form a special committee of the Board in the event either Searchlight and Abry, whose potential interest to participate in a transaction led by Searchlight was expressed informally during Board discussions, were to present an offer to acquire the Company. These discussions continued through early February 2025. On February 7, 2025, the Board met without the members affiliated with Searchlight and Abry, with representatives from Troutman Pepper Locke LLP (“Troutman”) in attendance to discuss a potential formation of a special committee. Representatives of Troutman also presented on the Board’s fiduciary duties in connection with a Potential Transaction. Furthermore, it was determined that Jack W. Kennedy Jr., the Company’s Chief Legal Officer, would collect and summarize questionnaires from the members of the Board relating to their independence and relevant affiliations.

On March 4, 2025, the Board held a meeting, with representatives of Troutman in attendance, where Mr. Kennedy summarized for the Board the responses of the directors in their questionnaires, and discussed the independence of directors under applicable law. Between March 4, 2025 and March 31, 2025, there were further discussions among Board members regarding the potential formation of a special committee, its scope, composition, and compensation.

On March 31, 2025, the Board adopted resolutions by unanimous written consent which, among other things, (i) established a special committee of the Board (the “Special Committee”), (ii) appointed Timothy Donahue and James Geisler to serve as the members of the Special Committee, each of whom had been determined independent, (iii) delegated to the Special Committee the power and authority of the Board to, among other things, review, evaluate, negotiate, and recommend for or against a possible strategic sale of the Company (a “Potential Transaction”) and the Company’s alternatives thereto (including whether the Company should remain a stand-alone entity), and to take any and all actions and to do or cause to be done any or all things that the Special Committee may deem necessary, advisable or appropriate in connection therewith, (iv) authorized the Special Committee to retain its own advisors and (v) resolved not to approve a Potential Transaction or any alternative thereto, or recommend a Potential Transaction or any modification, variation, supplement or waiver thereof or any other alternative for approval by the Company’s stockholders without a prior favorable recommendation by the Special

Committee. The resolutions also authorized a payment of up to $50,000 to each member of the Special Committee, payable in 6 monthly installments to compensate each member of the Special Committee for their services on the Special Committee. Mr. Donahue acted as chair of the Special Committee.

During April 2025, the Special Committee interviewed legal advisors to serve as the Special Committee’s counsel, including a representative of Richards, Layton & Finger, P.A. (“RLF”). On April 17, 2025, the Special Committee interviewed a representative of RLF, who provided disclosure regarding RLF’s prior relationships with Searchlight, Abry and the Company, noting that in the past two years, RLF had not represented the Company but had performed work for each of Searchlight and Abry, which RLF advised the Special Committee was not material to RLF and would not impact RLF’s ability to independently advise the Special Committee. The Special Committee determined that such contacts would not impact RLF’s ability to independently advise the Special Committee. The Special Committee subsequently retained RLF as its legal counsel based on, among other things, RLF’s experience, expertise, independence, qualifications and reputation.

During April 2025, the Special Committee also interviewed and solicited fee proposals from candidates to serve as the Special Committee’s financial advisor, including Rothschild & Co and four other candidates.

On April 28, 2025, the Special Committee held a meeting attended by representatives of RLF and discussed the strategic review process. The Special Committee discussed retaining a financial advisor and the possibility that Searchlight and Abry could submit a joint proposal to acquire the Company and related process considerations, including timing and consideration of soliciting interest from third party acquirers.

On May 6, 2025, the Special Committee held a meeting attended by representatives of RLF. The Special Committee discussed retaining a financial advisor and other matters relevant to the Special Committee’s consideration of a Potential Transaction, including the restrictions on certain business combination transactions set forth in Article IX of the Company’s amended and restated certificate of incorporation (as amended, the “Charter”) which could be relevant to the extent that Searchlight sought to jointly bid with Abry. The Special Committee also discussed the questionnaires previously furnished to the members of the Committee and the fact that neither member of the Special Committee reported any conflict or other relationship as to either Searchlight or Abry.

On May 13, 2025, Mr. Donahue and RLF discussed the Special Committee’s retention of a financial advisor. Mr. Donahue and RLF also discussed the potential desirability of clarifying that the Special Committee was delegated the authority to grant waivers under Article IX of the Charter and for the Board to confirm its prior determination that the Special Committee members are “disinterested directors” as defined in Section 144 of the DGCL.

Between May 13, 2025 and May 21, 2025, customary relationship disclosure was provided to RLF and the Special Committee by prospective financial advisors, including Rothschild & Co.

On May 21, 2025, the Special Committee held a meeting attended by representatives of RLF. The Special Committee discussed, among other things, the experience, qualifications, reputation, and relationships disclosure of prospective financial advisor candidates, including Rothschild & Co. The Special Committee considered that Rothschild & Co had no prior or current relationships with the Company or Abry during the prior two years and also considered Rothschild & Co’s ongoing and prior work for Searchlight, which the Special Committee determined would not impact Rothschild & Co’s ability to independently advise the Special Committee.

In late May 2025, the members of the Special Committee decided to engage Rothschild & Co based on Rothschild & Co’s qualifications, experience, reputation and independence, and Rothschild & Co’s engagement was subsequently memorialized pursuant to an engagement letter with Rothschild & Co dated as of July 1, 2025.

The Board adopted resolutions by unanimous written consent dated May 29, 2025, which clarified and confirmed, for the avoidance of doubt, that (i) the Special Committee was delegated the full power and authority of the Board to grant waivers under Article IX of the Charter and (ii) each of Mr. Donahue and Mr. Geisler was a “disinterested director” (as defined in Section 144 of the DGCL) with respect to any possible strategic sale between the Company and a third party, including a transaction between the Company and Searchlight and/or Abry.

On June 9, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. During the meeting, the Special Committee and the representatives of each of RLF and

Rothschild & Co discussed, among other things, process-related matters in connection with a potential sale process and a potential bid by Searchlight and Abry. Following discussion, the Special Committee determined to request that Company management provide five-year projections for the Special Committee’s review.

On June 11, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee discussed and received advice from RLF concerning Article IX of the Charter and the potential for a bid by Searchlight in conjunction with Abry to acquire the Company. The Committee discussed the possibility of a proposal solely by Searchlight and the potential desirability of a stand-alone proposal from Searchlight relative to a joint Searchlight/Abry bid. Following discussion, the Special Committee requested that representatives of Rothschild & Co contact Searchlight to discuss Searchlight’s potential interest in submitting a proposal and whether Searchlight would be willing to submit a proposal without regard to potential participation by Abry.

On June 13, 2025, as requested by the Special Committee, representatives of Rothschild & Co spoke with Mr. Frey, a partner of Searchlight Capital and a member of the Board, concerning a potential offer by Searchlight. Mr. Frey noted, among other things, that Searchlight would not be interested in submitting a standalone proposal without being able to explore participation by Abry. Mr. Frey further indicated his expectation that any proposal by Searchlight would be at a significant premium to the then-current market price, and could result in a greater than 100% premium to the Company’s stockholders. Mr. Frey furthermore stated that Searchlight was not interested in selling its shares of Company stock at this time. The Company’s stock price closed at $2.35 per share on June 13, 2025.

On June 15, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co summarized their recent discussion with Mr. Frey. The Special Committee discussed, among other things, that Searchlight had indicated it was not interested in selling its shares of Company stock and the merits and considerations of providing relevant waivers that would permit Searchlight to engage in discussions with Abry concerning a Potential Transaction. The Special Committee also discussed with representatives of each of RLF and Rothschild & Co a provision in the Certificate of Designations of the Company’s Series A-1 Preferred Stock entitling Searchlight to conduct a redemption transaction that would provide for a 1.8x minimum multiple on invested capital under certain circumstances following November 15, 2025. In connection with such discussion, the Special Committee came to the view that it was likely not feasible for a Potential Transaction to occur before such provision would become applicable. After discussion, the Special Committee requested that RLF contact Searchlight’s outside counsel, Wachtell, Lipton, Rosen and Katz (“Wachtell”) to discuss Article IX of the Charter and existing provisions of including the Investment Agreement and a potential waiver thereof to facilitate discussions between Searchlight and Abry pertaining to submitting a proposal to acquire the Company.

On June 19, 2025, RLF spoke with Wachtell, who advised that Searchlight would not engage in substantive discussions concerning a Potential Transaction with the Special Committee until waivers were granted pursuant to Article IX of the Charter and the Investment Agreement to allow Searchlight to engage in discussions with Abry pertaining to submitting a proposal to acquire the Company.

On June 23, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. RLF summarized and discussed its recent discussion with Wachtell. The Special Committee discussed the Potential Transaction and alternatives thereto, including remaining a standalone company. The Special Committee discussed Searchlight’s unwillingness to submit a proposal without the opportunity to engage with Abry and the resultant need for waivers under the Charter and Investment Agreement in order to obtain a proposal from Searchlight. The Special Committee also discussed the combined ownership of Searchlight and Abry and the potential impact on third party interest in the Company if Searchlight and Abry were to form a group.

On June 30, 2025, the Special Committee held a meeting attended by Ronald Totton, the Company’s Chief Executive Officer, Anthony Bellomo, the Company’s Chief Financial Officer and Vik Vijayvergiya, the Company’s Vice President for M&A and Investor Relations, as well as representatives of each of RLF and Rothschild & Co. Mr. Bellomo and Mr. Totton reviewed a draft, preliminary version of the Company’s five-year projections, which projections, including potential modifications thereto, Mr. Bellomo, Mr. Totton, the Special Committee and the Special Committee’s advisors subsequently discussed at the meeting.

By letter dated July 8, 2025, representatives of Rothschild & Co provided RLF and the Special Committee with Rothschild & Co’s updated relationships disclosure with respect to the Company, Searchlight and Abry.

On July 14, 2025, the Special Committee held a meeting attended by Mr. Totton, Mr. Bellomo, Mr. Vijayvergiya and representatives of each of RLF and Rothschild & Co. Company management reviewed an updated draft of the five-year projections which incorporated the Special Committee’s prior feedback. A discussion ensued among Company management, the Special Committee and the Special Committee’s advisors regarding such projections, including with respect to potential further modifications thereto.

On July 16, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee discussed the draft five-year projections and their timing to completion and requested that representatives of Rothschild & Co begin preparing to conduct outreach to potential third party bidders. The Special Committee discussed that Searchlight and Abry could potentially make an offer at a significant premium to current market price and discussed granting limited waivers under Article IX of the Charter and the Investment Agreement that would facilitate such an offer. The Special Committee determined to pursue entering into a limited waiver of the Charter and Investment Agreement with Searchlight.

On July 21, 2025, RLF shared with Wachtell a draft agreement contemplating a limited waiver of Article IX of the Charter and the standstill restrictions, which did not include don’t ask don’t waive provisions, in the Investment Agreement (the “Standstill Restrictions”) with respect to Searchlight’s discussions with Abry (the “Searchlight Agreement”).

On July 23, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee discussed the status of the draft Searchlight Agreement as well as the process to reach out to third parties to solicit interest in a Potential Transaction and potential parties to include in such outreach. Representatives of Rothschild & Co informed the Special Committee that they would share a list of potential outreach parties for the Special Committee’s review, per the Special Committee’s request.

Later on July 23, 2025, representatives of Rothschild & Co shared with the Special Committee a preliminary list of potential bidders to consider contacting in connection with the Potential Transaction. The Special Committee shared feedback on the list, which was incorporated, and authorized Rothschild & Co to commence outreach. Representatives of Rothschild & Co thereafter commenced outreach to 14 potential strategic bidders (excluding Searchlight and Abry).

On July 24, 2025, Wachtell sent to RLF a revised draft Searchlight Agreement, which contemplated, among other things, a limited “holiday period” from restrictions in Article IX of the Charter and the Standstill Restrictions, after which time such waivers would cease.

On July 25, 2025, the Board met, with the members of the Special Committee, Michael Palmer, Paulett Eberhart, and Cheemin Bo-Linn in attendance, who together comprised all Company directors not affiliated with Searchlight or Abry. The directors discussed and reviewed the draft five-year projections that had been previously reviewed by the Special Committee. Following discussion, the Board, with the affirmative vote of all of the directors present, unanimously approved such projections (the “July Projections”).

For the duration of the Special Committee’s strategic review process, Mr. Donahue periodically provided updates to Ms. Bo-Linn, Ms. Eberhart, and Mr. Palmer regarding such process.

On July 25, 2025, Mr. Donahue and representatives of each of RLF and Rothschild & Co discussed the terms and status of the draft Searchlight Agreement and related matters.

Between July 25, 2025 and July 29, 2025, RLF and Wachtell continued to discuss and negotiate the draft Searchlight Agreement.

Also on July 29, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. RLF provided an update on the status of the draft Searchlight Agreement and related discussions with Wachtell. Representatives of Rothschild & Co reviewed with the Special Committee Rothschild & Co’s preliminary financial analysis of the Company. Representatives of Rothschild & Co provided an update concerning outreach to potential third parties to date and any responses received. The Special Committee also discussed and authorized RLF to send for distribution to Company management a memorandum summarizing rules and appropriate procedures in the context of a potential sales transaction, which included a prohibition on company management discussing potential future employment and terms with potential acquirors, including Searchlight and Abry. Such memorandum was subsequently sent on July 31, 2025.

Following the Special Committee’s meeting held on July 29, 2025, RLF and Wachtell exchanged additional comments on the draft Searchlight Agreement.

On July 31, 2025, the Company entered into an NDA with Party A, a potential strategic buyer. This NDA, and each NDA entered into with third parties, contained standstill provisions that did not include don’t ask don’t waive restrictions and terminated upon the public announcement of the Company’s entry into a merger agreement and did not otherwise prevent any such third party from communicating non-public proposals regarding a possible negotiated transaction with the Company.

On July 31, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee discussed that RLF and Wachtell negotiated a proposed final draft of the Searchlight Agreement and RLF summarized its terms and provisions. Following further discussion, and following receipt and consideration of related advice from its advisors, the Special Committee unanimously adopted resolutions approving the Searchlight Agreement. In addition, the Special Committee discussed that the Investment Agreement required the Company to give notice to Searchlight upon the commencement of a process to explore a Potential Transaction that would reasonably be expected to result in a change of control of the Company, and directed RLF to give such notice to Wachtell.

On August 1, 2025, the Searchlight Agreement was executed by all parties thereto, which allowed Searchlight and Abry to confer, consult and potentially enter into arrangements in furtherance of making a potential offer to acquire the Company more attractive, and was also considering making additional purchases of Company common stock up to the 20% limitation set forth in the Investment Agreement, including via open-market or private purchases, until November 30, 2025, unless extended by amendment (“holiday period”).

On August 5, 2025, Searchlight filed a Schedule 13D/A with the SEC disclosing, among other things, that it would like to confer, consult and potentially enter into arrangements with Abry in furtherance of making a potential offer to acquire the Company more attractive, and was also considering making additional purchases of Company common stock up to the 20% limitation set forth in the Investment Agreement, including via open-market or private purchases. No purchases of Company common stock by Searchlight subsequently took place. The Company’s stock price closed at $2.16 per share on the prior day (August 4).

On August 7, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee discussed the status of the sale process as well as the potential timeline for receipt of an offer from Searchlight.

On August 8, 2025, the Company entered into an NDA with Party B, a potential strategic buyer.

On August 13, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co updated the Special Committee on recent discussions with Mr. Frey, which discussions continued to be had at the Special Committee’s direction, in which Mr. Frey noted that Searchlight was continuing to do work in furtherance of a potential proposal. The Special Committee also discussed certain minor updates to be made to the July Projections and discussed that similar updates should be incorporated as appropriate before the model was ready for transmittal.

On August 14, 2025, the Company entered into an NDA with Party C, a potential strategic buyer.

On August 15, 2025, the Company entered into an NDA with Party D, a potential strategic buyer.

On August 20, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co informed the Special Committee of such representatives’ recent discussions with Mr. Frey and provided an update on third party outreach efforts, noting that Party B expressed significant interest in evaluating a Potential Transaction with the Company. The Special Committee discussed processes for providing due diligence to interested parties, including Party B.

On August 22, 2025, the Company entered into an NDA with Party E, a potential strategic buyer.

On August 28, 2025, the Company entered into an NDA with Party F, a potential strategic buyer.

On September 3, 2025, at the direction of Searchlight and Abry, TD Securities (USA) LLC (“TD Cowen”), financial advisor to Searchlight and Abry, requested from Rothschild & Co the Company’s projections in furtherance of Searchlight’s and Abry’s preparation of a proposal to acquire the Company. The following day, the Special Committee directed representatives of Rothschild & Co to provide such projections, which were in the process of

being further refined but which the Special Committee deemed appropriate for sharing with Searchlight in the interim. Representatives of Rothschild & Co thereafter shared a revised version of the July Projections, which had been updated to include additional month-end actuals and other revisions, in accordance with the Special Committee’s prior approval of the manner of updating such projections, with TD Cowen.

On September 10, 2025, at the direction of the Special Committee, a Rothschild & Co representative had a call with Mr. Frey in which Mr. Frey requested that Searchlight and Abry be granted the ability to engage in discussions with potential lending sources and that Searchlight and Abry wished to have feedback from lenders before making an offer.

On September 11, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. A Rothschild & Co representative reported to the Special Committee as to such representative’s prior discussion with Mr. Frey, provided an update on the status of third-party outreach, and advised as to extending outreach to additional bidders. The Special Committee discussed these matters and, following discussion and receipt of advice from its advisors, directed representatives of Rothschild & Co to prepare a list of additional third parties to be contacted for the Special Committee’s review. The Special Committee further determined that permitting Searchlight and Abry to engage in discussions with potential lenders could facilitate the preparation of higher proposals, and determined to allow such discussions. After the meeting, representatives of Rothschild & Co shared with the Special Committee a list of additional potential bidders to contact as part of the next round of outreach. The Special Committee shared feedback on the list of additional potential bidders and authorized representatives of Rothschild & Co to commence additional outreach to seven additional parties in addition to the 14 already contacted. Following the meeting, representatives of Rothschild & Co proceeded to contact such parties. In addition, representatives of Rothschild & Co conveyed to Searchlight that the Special Committee would permit discussions with potential lenders and requested a list of lenders with whom Searchlight proposed to connect.

On September 23, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee received and considered updates concerning the outreach process, including that nineteen parties (excluding Searchlight and Abry) had been contacted (all of whom were potential strategic buyers), seven had entered into NDAs, and seven had declined to make a proposal without having signed NDAs. Representatives of Rothschild & Co noted that Searchlight and Abry had advised that they were engaging with potential lenders in furtherance of making an offer.

On September 24, 2025, representatives of Rothschild & Co conducted additional outreach to the remaining two of the seven parties they were authorized to contact as part of the next round of outreach, both of which were strategic buyers.

On September 30, 2025, the Special Committee held a meeting attended by Mr. Totton, Mr. Bellomo, Mr. Vijayvergiya and representatives of each of RLF and Rothschild & Co. Company management presented an updated projection for the year 2025, which reflected the Company’s financial results through the end of August 2025 and certain updates to the forecasted financial results for the rest of 2025. It was discussed that further updates would be forthcoming before both the 2025 projection and the full five-year model were considered final.

On October 7, 2025, the Company entered into an NDA with Abry that contained confidentiality restrictions substantially similar those applicable to Searchlight pursuant to the October 8 amendment described below. Consistent with the NDA with Searchlight, the NDA did not contain standstill restrictions or any don’t ask don’t waive provisions that would prevent Abry from communicating non-public proposals regarding a possible negotiated transaction with the Company.

On October 8, 2025, the Company entered into an amendment to the Confidentiality and Nondisclosure Agreement entered into as of May 26, 2023 by and between the Company and Searchlight that, among other things, clarified and confirmed that contractual confidentiality restrictions that had already been applicable to Searchlight pursuant to the Confidentiality and Nondisclosure Agreement entered into as of May 26, 2023 by and between the Company and Searchlight (the “Confidentiality Agreement”) extended to materials shared with Searchlight in connection with a Potential Transaction. Neither the Confidentiality Agreement nor the October 8 amendment thereto contained standstill restrictions or any don’t ask don’t waive provisions that would prevent Searchlight from communicating non-public proposals regarding a possible negotiated transaction with the Company.

On October 10, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on the status of outreach to potential

bidders, bidder diligence matters and related workstreams, noting that seven parties had entered into NDAs and that Party B requested to meet with Company management. The Special Committee discussed and received advice from its advisors concerning next steps in the outreach process. Representatives of Rothschild & Co noted that Parties D and E remained interested but that Party A indicated that it may not be in a position to pursue an acquisition of the Company and did not engage further in the process.

On October 13, 2025, the Company entered into an NDA with Party G, a potential strategic buyer.

On October 15, 2025, the Special Committee held a meeting attended by Mr. Totton, Mr. Bellomo and representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on Searchlight’s and Party B’s due diligence progress. The Special Committee further discussed arranging management diligence sessions with Party B and other interested bidders. Company management advised as to the status of updates to the September Projections. After the meeting, Company management continued to work to finalize the Company’s five-year projections. On October 20, 2025, the Special Committee reviewed and approved the proposed final, updated set of five-year projections (the “October Projections”). At the Special Committee’s direction, representatives of Rothschild & Co then shared the October Projections with bidders, including Searchlight and Abry, on October 20, 2025.

On October 22, 2025, Party B held a meeting with Company management, with representatives of Rothschild & Co also in attendance.

On October 23, 2025, representatives of Rothschild & Co, at the Special Committee’s direction, sent a bid process letter to Parties B, C, D, E, F and G setting forth a bid submission deadline of November 13, 2025.

On October 30, 2025, Party E informed representatives of Rothschild & Co that it decided not to submit a proposal to acquire the Company and was no longer pursuing a Potential Transaction.

On October 31, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on outreach to potential bidders and the status of discussions with interested parties, noting that Party E had decided not to submit a bid.

On November 3, 2025, Party C and Party F each held meetings with Company management, with representatives of Rothschild & Co present.

Also on November 3, 2025, Searchlight and Abry sent the Special Committee a non-binding letter proposing to enter into discussions to acquire all of the outstanding shares of common stock of the Company not already owned by Searchlight or Abry for cash consideration of $5.00 per share (the “November 3 Proposal”). On November 4, 2025, Searchlight filed a Schedule 13D/A with the SEC that, among other things, summarized and attached the November 3 Proposal. The Company’s stock price closed at $3.98 per share the prior day (November 3).

On November 4, 2025, Party D and Party G held their respective meetings with Company management, during which representatives of Rothschild & Co were in attendance.

Also on November 4, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee and its advisors discussed the November 3 Proposal, including, among other things that the November 3 Proposal did not propose conditioning the Potential Transaction on the approval by the holders of a majority of votes cast by the Company’s disinterested stockholders (a “Disinterested Vote Condition”). A Rothschild & Co representative noted that he had spoken with Mr. Frey about the November 3 Proposal, who had indicated in response to a direct question that the Special Committee should not consider $5.00 per share as a best and final offer. Representatives of Rothschild & Co reviewed with the Special Committee Rothschild & Co’s preliminary financial analysis of the Company and the November 3 Proposal. Upon considering such review and advice from its advisors, the Special Committee determined that it was not inclined to proceed with a transaction at the valuation proposed by Searchlight. Following discussion, the Special Committee directed representatives of Rothschild & Co to advise the other potential bidders that they should not consider Searchlight’s November 3 Proposal as relevant to such bidders’ evaluation of the opportunity given the material insufficiency of such proposal relative to the Special Committee’s current view of appropriate value. The Special Committee further agreed that Mr. Donahue would discuss the Special Committee’s views with Mr. Frey shortly after the meeting. In

the days following the meeting, representatives of Rothschild & Co communicated to bidders the Special Committee’s view that such bidders’ proposals would need to be materially above $5.00 per share. Further, Mr. Donahue conveyed to Mr. Frey that the $5.00 per share proposal would not be sufficient for the Special Committee to consider transacting with Searchlight.

Later on November 4, 2025, Mr. Donahue, Mr. Totton, Mr. Bellomo, Mr. Kennedy, and representatives of each of RLF and Troutman met. Company management provided an update on management diligence sessions recently had with potential bidders and discussed SEC disclosures and a press release pertaining to the November 3 Proposal.

On November 5, 2025, the Company filed a Form 8-K and press release announcing the receipt of the November 3 Proposal, the formation of the Special Committee and the Special Committee’s engagement of Rothschild & Co and RLF. Following such announcement, no additional parties contacted Rothschild & Co or the Company expressing interest in pursuing a Potential Transaction.

On November 7, 2025, Party D indicated it would likely not submit a bid.

On November 10, 2025, Party C and Party F both indicated they would likely not submit a bid.

Later on November 10, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on the status of discussions with potential bidders and related workstreams in advance of the November 13 bid deadline, noting that Parties C, D and F had each indicated that it would likely not submit a bid, and that Party G intended to request an extension. Representatives of Rothschild & Co further noted that they had recently spoken with Mr. Frey and, at the Special Committee’s direction, reiterated the Special Committee’s view that $5.00 per share was insufficient, and noted that Mr. Frey had stated that Searchlight was opposed to a Disinterested Vote Condition. Representatives of Rothschild & Co reviewed with the Special Committee information pertaining to the Company’s stockholder base and a discussion ensued regarding considerations with respect to the vote required to approve a Potential Transaction.

On November 13, 2025, Party G requested an extension to allow additional diligence prior to determining whether to submit a non-binding proposal.

Later on November 13, 2025, Party B sent a letter to the Special Committee containing a non-binding proposal to acquire 100% of the Company at a price per share of $8.00 (the “Party B Proposal”).

On November 14, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. The Special Committee and its advisors discussed the Party B Proposal. Representatives of Rothschild & Co provided an update on the sale process, noting that all parties contacted to date had decided not to bid except for Party B, Party G, and Searchlight and Abry. Furthermore, representatives of Rothschild & Co noted that Party G had not submitted a bid before the November 13 bid deadline and that Party G had indicated it needed additional time to consider submitting a bid. The Special Committee directed representatives of Rothschild & Co to encourage both Party B and Searchlight and Abry to increase their proposals and to provide additional due diligence information, on behalf of the Company, to parties that remain interested in furtherance of submitting their highest proposal.

On November 16, 2025, Mr. Frey orally advised representatives of Rothschild & Co that he anticipated that Searchlight would be willing to update the price of November 3 Proposal to $6.00 per share. The Company’s stock price closed at $4.22 per share on November 14, 2025, the last trading day before November 16, 2025.

On November 17, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co advised the Special Committee as to the potential proposal of $6.00 per share. Following further discussion and the receipt and consideration of advice from its advisors, the Special Committee directed representatives of Rothschild & Co to encourage Party B to submit an improved proposal and to coordinate with members of Company management to provide Party B with appropriate additional due diligence to facilitate an improved proposal. After the meeting, representatives of Rothschild & Co coordinated with management as directed by the Special Committee.

On November 18, 2025, representatives of Rothschild & Co had a call with Party B’s financial sponsor and financial advisor during which it was conveyed that Party B may not be willing to pursue a transaction above $8.00 per share.

On November 19, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on Rothschild & Co’s recent discussions with Party B’s sponsor and financial advisor. Following discussion and receipt and consideration of advice from its advisors, the Special Committee determined that representatives of Rothschild & Co should continue to work with Company management to provide Party B with additional due diligence, to the extent practicable, to facilitate Party B’s willingness to submit an improved proposal. After the meeting, representatives of Rothschild & Co coordinated with management consistent with the Special Committee’s direction.

On November 21, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co advised that they had been working with Company management to provide additional due diligence to Party B and advised that Party G indicated it needed additional time to prepare a proposal. Representatives of Rothschild & Co reported that Searchlight and Abry were eager to commence negotiations and the Special Committee determined that Mr. Donahue would advise Mr. Frey that additional time would be taken to permit third parties to submit their best proposals. The Special Committee also discussed potentially extending the holiday period, which was scheduled to end on November 30, 2025, and related process matters with its advisors. Following further discussion, the Special Committee directed RLF to prepare and send to Wachtell a draft amendment extending the holiday period. Following the meeting, Mr. Donahue spoke with Mr. Frey and advised that the Special Committee was affording other third-party bidders sufficient time to submit their proposals. During the call, Mr. Frey noted that Searchlight may be interested in offering other large stockholders the opportunity to roll over their equity in a Potential Transaction. Mr. Donahue stated he would discuss this request with the Special Committee.

On November 25, 2025, the Special Committee unanimously approved an amendment to the Searchlight Agreement extending the holiday period to December 31, 2025 and all parties thereto executed such amendment.

On November 26, 2025, Searchlight filed a Schedule 13D/A with the SEC that, among other things, disclosed the execution of such amendment.

On November 27, 2025, Party G communicated to Rothschild & Co that it had decided not to submit a proposal.

On December 3, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on due diligence efforts and related matters with both Party B and Searchlight in furtherance of seeking a higher bid and also reported that Party G had determined not to submit a proposal. Mr. Donahue provided an update on his recent discussion with Mr. Frey on November 21, 2025 (as summarized above). The Special Committee discussed contacting several large stockholders of the Company to assess their views of a Potential Transaction, and following discussion requested that Rothschild & Co conduct such outreach.

On December 9, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on the status of discussions with Party B and Searchlight and Abry, including the status of the interested parties’ due diligence. Representatives of Rothschild & Co discussed that, at the Special Committee’s direction, it had conducted outreach to several large stockholders of the Company to assess their views of a Potential Transaction and informed the Special Committee as to their feedback. A discussion ensued regarding the Company’s stockholder base, considerations with respect to the vote required to approve a Potential Transaction and related matters of strategy in maximizing value.

On December 12, 2025, at the direction of Searchlight and Abry, TD Cowen called a representative of Rothschild & Co to request an update and to indicate that Searchlight and Abry remained interested in proceeding with negotiations. Consistent with the Special Committee’s direction, the Rothschild & Co representative responded that the Special Committee intended to give other third-party bidders sufficient time in connection with their proposals. Later on December 12, 2025, representatives of Rothschild & Co were contacted by Party B’s sponsor, who advised that Party B was withdrawing its proposal and had decided not to pursue an acquisition of the Company at this time for reasons including perceived risks associated with the Company’s ability to achieve its business plan.

Later on December 12, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update concerning the foregoing conversations had with Searchlight’s financial advisor and Party B’s sponsor. The Special Committee discussed whether Party B could be persuaded to re-enter the process and directed representatives of Rothschild & Co to

contact Party B to confirm whether Party B might be willing to re-enter the process. The Special Committee discussed formulating a counteroffer to propose to Searchlight and Abry. After the meeting, representatives of Rothschild & Co contacted Party B, who reconfirmed that it was not interested in pursuing a Potential Transaction at this time, leaving no other potential bidders other than Searchlight and Abry.

On December 15, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. It was noted that Party B had reconfirmed it would not be re-entering the process. Representatives of Rothschild & Co reviewed with the Special Committee Rothschild & Co’s preliminary financial analysis of the Company. Following additional discussion and following the receipt and consideration of advice from its advisors, the Special Committee directed representatives of Rothschild & Co to convey to Searchlight, on the Special Committee’s behalf, a non-binding counterproposal to acquire the Company at a price of $10.00 per share in cash, with any such transaction subject to a Disinterested Vote Condition. On December 16, 2025, representatives of Rothschild & Co conveyed the foregoing counterproposal to Searchlight.

On December 22, 2025, at the direction of the Special Committee, a representative of Rothschild & Co spoke with Mr. Frey, who conveyed that Searchlight and Abry were analyzing the possibility of reaching a price of $7.50 per share in cash, subject to results of diligence and negotiations with lenders, with such transaction not being subject to a Disinterested Vote Condition. Mr. Frey further advised that Searchlight was progressing with securing financing, subject to further negotiation of debt financing commitments. The Company’s stock price closed at $4.45 per share on December 22, 2025.

On December 23, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co updated the Special Committee as to the conversation held on December 22, 2025, with Mr. Frey. RLF advised the Special Committee as to RLF’s recent discussion of the Disinterested Vote Condition with Wachtell, which had been ongoing since December 17, 2025. The Special Committee discussed various alternatives for maximizing value, including continuing to operate the Company on a stand-alone basis. After further discussion, the Special Committee determined to further deliberate and confer before responding to such conversation.

Following the Special Committee’s December 23 meeting, the Special Committee conferred and determined to respond to the December 22 Proposal with a non-binding counterproposal contemplating a price per share of $9.75, including a Disinterested Vote Condition, which, at the direction of the Special Committee, representatives of Rothschild & Co orally conveyed to Searchlight.

Late on December 23, 2025, Mr. Frey contacted representatives of Rothschild & Co and stated that he could be amenable to consider acquiring the Company at a price of $8.00 per share, with such transaction not subject to a Disinterested Vote Condition, subject to further work on due diligence and financing. The Company’s stock price closed at $4.36 per share on December 23, 2025.

On December 29, 2025, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co informed the Special Committee of the conversation held on December 23, 2025, with Mr. Frey. The Special Committee discussed the upcoming expiration of the holiday period under the Searchlight Agreement on December 31, 2025, and it was discussed that extending the holiday period would enable Searchlight and Abry to continue to coordinate as necessary to improve their proposal. Following further discussion, the Special Committee directed RLF to prepare the documentation necessary for an extension of the holiday period. RLF reported on RLF’s recent discussions with Wachtell since the last Special Committee meeting regarding the Disinterested Vote Condition and the continued rejection of such condition. The Special Committee discussed with its advisors potential responses to the December 23 Proposal and determined to further confer and deliberate before responding.

On December 31, 2025, the Special Committee held a meeting attended by representatives of Rothschild & Co. The Special Committee discussed potential responses to the December 23 Proposal and determined to continue to encourage Searchlight and Abry to increase their proposal while indicating that the Special Committee may be willing to accept a price slightly below the Special Committee’s prior $9.75 per share counteroffer. The Special Committee further determined to request a Disinterested Vote Condition. The Special Committee requested that representatives of Rothschild & Co convey the foregoing points to Searchlight and Abry on the Special Committee’s behalf. After the meeting, representatives of Rothschild & Co conveyed the Special Committee’s proposal to Mr. Frey.

The Special Committee subsequently unanimously approved another amendment to the Searchlight Agreement and the Company and Searchlight entered into an amendment to the Searchlight Agreement, effective as of December 31, 2025, extending the holiday period to February 15, 2026.

On December 31, 2025, Mr. Donahue had a call with Mr. Frey. Mr. Frey conveyed that Searchlight and Abry’s could be willing to consider a proposal to acquire the Company at $8.75 per share in cash, with such proposal not subject to a Disinterested Vote Condition, and subject to further work on diligence and financing. Mr. Donahue indicated that such price was too low and encouraged Searchlight and Abry to increase the price. The Company’s stock price closed at $4.22 per share on December 31, 2025.

On January 2, 2026, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. At the meeting, Mr. Donahue summarized his recent discussion with Mr. Frey. Representatives of Rothschild & Co reviewed with the Special Committee Rothschild & Co’s preliminary financial analysis of the Company and a possible proposal to acquire the Company at $8.75 per share in cash. A discussion ensued with respect to such proposal not being subject to a Disinterested Vote Condition and the significant implied premium to the Company’s trading price represented by such possible proposal and significant improvement in the price contemplated by such possible proposal relative to the November 3 Proposal. The Special Committee and its advisors also discussed the robust sales process undertaken to date, including that the Company had been publicly “in play” for some time based upon Searchlight’s public offer and filings, the fact that representatives of Rothschild & Co had contacted 21 potential strategic buyers to gauge interest, the fact that only one other party submitted an initial non-binding indication of interest and that such other party indicated interest at an $8.00 price only to subsequently withdraw from the process following additional due diligence. The Special Committee discussed alternatives to a Potential Transaction with Searchlight and Abry, including continuing to operate the business on a standalone basis or re-launching a sale process at a later time. Following discussion and the receipt and consideration of advice from its advisors, the Special Committee determined that relative to these alternatives, it was attractive to the Company and its stockholders to pursue a transaction with Searchlight and Abry at a material premium to the Company’s current trading price. The Special Committee and the representatives of each of RLF and Rothschild & Co discussed next steps for responding. After discussion, the Special Committee determined to encourage Searchlight to increase to $9.25 per share, provided that Searchlight and Abry agree to standstill restrictions preventing them from purchasing any additional shares and preventing Searchlight from exercising its warrants before closing the transaction so that a Potential Transaction would still require meaningful support from the Company’s disinterested stockholders. After the meeting, at the direction of the Special Committee, representatives of Rothschild & Co orally conveyed the Special Committee’s non-binding counterproposal to Searchlight.

On January 5, 2026, Searchlight filed a Schedule 13D/A with the SEC that, among other things, disclosed the execution of an amendment to the Searchlight Agreement, effective as of December 31, 2025, extending the holiday period to February 15, 2026.

Also on January 5, 2026, Mr. Frey contacted a representative of Rothschild & Co and conveyed that Searchlight and Abry would consider increasing their proposal to $9.25 per share and would agree to standstill restrictions on acquiring additional shares of Company stock and exercising any warrants. However, Searchlight and Abry would require the ability to engage in discussions to pursue rollovers with other Company stockholders (the “January 5 Proposal”). The Company’s stock price closed at $4.77 per share on January 5.

On January 6, 2026, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of Rothschild & Co provided an update on recent discussions among representatives of Rothschild & Co and Mr. Frey and informed the Special Committee of the January 5 Proposal. The Special Committee and its advisors discussed the January 5 Proposal, noting that it reflected a favorable valuation and almost a 100% increase to Searchlight and Abry’s initial non-binding proposal of $5.00 per share, and following discussion determined that it presented a sufficient basis for the Special Committee to proceed to negotiate terms of a draft merger agreement. RLF advised that a draft merger agreement was in process. However, the Special Committee determined to further consider the Disinterested Vote Condition in light of Searchlight’s request to be able to offer additional stockholders an opportunity to roll their equity.

On January 9, 2026, the Special Committee held a meeting attended by Mr. Kennedy and representatives of each of RLF, Rothschild & Co and Troutman. During the meeting, Mr. Kennedy, RLF and Troutman reviewed the terms and provisions of a draft merger agreement that had been shared with the Special Committee, which draft

contained the Disinterested Vote Condition and contemplated the execution by Searchlight and Abry of support agreements containing standstill restrictions. Following Mr. Kennedy’s and Troutman’s departure from the meeting, the Special Committee and RLF engaged in further discussion concerning the terms and provisions of the draft merger agreement. RLF reported on its recent discussions with Wachtell. The Committee discussed its preference that, if there is a possibility of a rollover involving additional stockholders, there be a Disinterested Vote Condition. After the meeting, Troutman shared the draft merger agreement with Wachtell.

On January 14, 2026, Wachtell, Troutman, and RLF convened by videoconference to discuss the draft merger agreement and Searchlight’s positions on various issues. Wachtell advised, among other things, that Searchlight was opposed to the Disinterested Vote Condition; would agree to execute a support agreement containing standstill restrictions; requested the ability to engage in discussions with Company stockholders concerning rollovers; requested that the holiday period be extended so that waivers remain in force during the period between signing and closing; and requested a company termination fee amounting to 4% of the aggregate equity value of the Company’s common and preferred stock.

On January 15, 2026, the Special Committee held a meeting attended by Mr. Kennedy and representatives of each of RLF, Rothschild & Co and Troutman. RLF and Troutman advised as to the status of the merger agreement and recent discussions with Wachtell. The Special Committee discussed these points. After Mr. Kennedy and Troutman left the meeting, the Special Committee discussed with its advisors the Disinterested Vote Condition. The Special Committee discussed the possibility that Searchlight might agree to the Disinterested Vote Condition if Cerberus were in support of the Potential Transaction. Following discussion, the Special Committee directed representatives of Rothschild & Co to engage in further discussions with Mr. Frey to confirm Searchlight’s views.

On January 16, 2026, Mr. Frey communicated to representatives of Rothschild & Co that Searchlight would be unwilling to proceed if the transaction had the Disinterested Vote Condition.

Also on January 16, 2026, RLF, Troutman and Wachtell spoke by videoconference and continued to negotiate the open points in the merger agreement.

On January 19, 2026, at the direction of the Special Committee, representatives of Rothschild & Co had a discussion with Mr. Frey, during which they engaged in discussion concerning the Potential Transaction and the Disinterested Vote Condition. Following further discussion, Mr. Frey indicated that Searchlight might be amenable to the Disinterested Vote Condition if Cerberus agreed to support the merger.

On January 20, 2026, at the direction of the Special Committee, representatives of Rothschild & Co spoke with Mr. Frey, who confirmed that Searchlight would be amenable to the Disinterested Vote Condition if Cerberus executed a support agreement to vote in favor of the merger.

On January 22, 2026, the Special Committee held a meeting attended by representatives of each of RLF and Rothschild & Co. Representatives of each of Rothschild & Co and RLF informed the Special Committee that regulatory approvals analysis was ongoing. Representatives of Rothschild & Co informed the Special Committee of Mr. Frey’s willingness to subject a Potential Transaction to the Disinterested Vote Condition subject to Cerberus’s entry into a support agreement. Among other things, the Special Committee and its advisors discussed that a contractual commitment to support the merger by Cerberus, a large investor receiving the same consideration as disinterested stockholders, would send a positive signal to the market. Following discussion, the Special Committee directed RLF to coordinate with Troutman to prepare a draft support agreement to be shared with Cerberus.

On January 30, 2026, Wachtell sent a revised draft of the merger agreement. The draft provided, among other things, that there would be a limited post-signing period during which additional rollovers could occur; that Searchlight would have the ability to exercise its warrants before closing; a Company termination fee equal to 3.75% of the equity value of the Company’s common stock; a reverse termination fee of 4.5% of the equity value of the Company’s common stock; and a “maximum liability amount” for which Parent could be liable for certain breaches and other obligations under the merger agreement that would be equal to the reverse termination fee plus $1.5 million. The draft included the Disinterested Vote Condition.

On February 3, 2026, the Special Committee held a meeting attended by Mr. Kennedy and representatives of each of RLF, Rothschild & Co, and Troutman, during which the attendees discussed the open issues in the merger agreement presented by Searchlight’s latest draft. It was noted that regulatory approvals analysis was ongoing. The Special Committee determined that Searchlight could be allowed to exercise its warrants, provided that a Potential

Transaction was subject to the Disinterested Vote Condition. Following further discussion and the receipt of feedback from the Special Committee, the Special Committee directed RLF and Troutman to coordinate and produce a draft of the merger agreement consistent with discussion at the meeting.

On February 6, 2026, Troutman sent a revised draft merger agreement to Wachtell that, among other things, permitted a limited period during which Searchlight and Abry could engage in discussions concerning rollovers with other Company stockholders, such period to end no later than the 15^th day prior to the date the proxy statement is required to be filed; accepted the previously contemplated Company termination fee of 3.75% of common equity value; proposed a reverse termination fee equal to 7% of common equity value; and proposed increasing the maximum liability amount threshold to equal the reverse termination fee plus $5.5 million.

On February 10, 2026, RLF, Troutman, and Wachtell held a videoconference to discuss the merger agreement.

On February 11, 2026, the Special Committee held a meeting attended by representatives of each of RLF, Rothschild & Co, and Troutman. RLF provided an update on the status of the draft merger agreement and other draft transaction documents, as well as recent related discussions previously had with Wachtell. It was noted that the parties were in alignment on providing for a post-signing rollover period and a company termination fee of 3.75% of the Company’s common equity value. Discussion ensued regarding regulatory approvals and related anticipated approval timelines. After the Troutman representatives left the meeting, representatives of Rothschild & Co reviewed with the Special Committee Rothschild & Co’s preliminary financial analysis of the Company. The Special Committee discussed the upcoming expiration of the holiday period on February 15, 2026 and, following discussion, the Special Committee directed RLF to prepare an amendment to the Searchlight Agreement contemplating an extension.

On February 12, 2026, Wachtell sent RLF and Troutman a revised draft of the merger agreement. The draft, among other things, contemplated a 15-day rollover period, during which Parent could discuss and negotiate potential rollovers with other stockholders of the Company; proposed a reverse termination fee of 4.75% of common equity value; and proposed reducing the maximum liability amount threshold to an amount equal to the parent termination fee plus $3.5 million.

On February 13, 2026, the Special Committee unanimously approved a further amendment to the Searchlight Agreement and the Company and Searchlight entered into such amendment to the Searchlight Agreement extending the holiday period to March 15, 2026.

By letter dated February 13, 2026, representatives of Rothschild & Co provided RLF and the Special Committee with updated relationships disclosure with respect to the Company, Searchlight and Abry.

On February 16, 2026, the Special Committee held a meeting attended by Mr. Kennedy, Mr. Bellomo, and representatives of each of RLF, Rothschild & Co, and Troutman. Representatives of Rothschild & Co reported that Mr. Frey had recently indicated that debt financing commitments could be finalized shortly. RLF and Troutman provided an update on negotiations concerning the merger agreement and other transaction documents. The Special Committee discussed open points in the merger agreement and potential counterproposals. After representatives from Troutman and Company management left the meeting, the Special Committee discussed with representatives of each of RLF and Rothschild & Co process matters and anticipated timing with respect to various workstreams. Following discussion, the Special Committee directed RLF to work with Troutman to revise the merger agreement in a manner consistent with discussion at the meeting and to send a revised draft to Wachtell.

Also on February 16, following consultation with RLF, Troutman sent a revised draft of the merger agreement to Wachtell that, among other things, indicated that the amount of the reverse termination fee and maximum liability amount threshold were open points subject to further discussion.

On February 17, 2026, Searchlight filed a Schedule 13D/A with the SEC that, among other things, disclosed the execution of the amendment to the Searchlight Agreement, executed on February 13, 2026.

On February 18, 2026, a revised version of the October Projections, which had been updated by Company management to reflect 2025 year-end figures and other minor changes (the “February Projections”), was approved by the Special Committee following the Special Committee’s review thereof.

On February 18, 2026, RLF sent a draft support agreement to Kirkland & Ellis LLP (“K&E”), counsel to Cerberus.

Also on February 18, 2026, representatives of RLF, Troutman, and Wachtell spoke by videoconference concerning the draft merger agreement and related transaction documents.

On February 19, 2026, representatives RLF, Troutman, and Wachtell spoke by videoconference concerning certain litigation and intellectual property matters implicated by the Potential Transaction.

On February 20, 2026, Wachtell sent a revised draft of the merger agreement to RLF and Troutman. The draft, among other things, proposed a reverse termination fee of 4.75% of common equity value and proposed a maximum liability amount threshold equal to the reverse termination fee plus $3.5 million.

On February 21, 2026, K&E circulated a revised draft of the Cerberus Support Agreement, which was shared with RLF and Troutman, who in turn shared a further revised draft with Wachtell.

Also on February 21, 2026, following consultation with RLF, Troutman sent a revised draft of the merger agreement to Wachtell that, among other things, proposed a reverse termination fee equal to $15 million and a maximum liability amount equal to the reverse termination fee plus $3.5 million.

On February 22, 2026, representatives RLF, Troutman, and Wachtell spoke by videoconference concerning outstanding issues in the draft merger agreement and related draft transaction documents.

Also on February 22, 2026, the Special Committee held a meeting attended by Ms. Bo-Linn, Mr. Palmer, and Ms. Eberhart, who together with the Special Committee constituted all directors who were not affiliated with Searchlight or Abry. Mr. Kennedy and representatives of each of RLF, Rothschild & Co, and Troutman were also in attendance. Representatives of Rothschild & Co discussed the background of the sale process, Rothschild & Co’s outreach, due diligence conducted by interested parties, and the Special Committee’s consideration and negotiation of proposals. Representatives from Troutman and RLF discussed the key terms and provisions of the draft merger agreement and other transaction documents, noting that certain terms were still subject to negotiation. After Mr. Kennedy and representatives from Troutman left the meeting, representatives of Rothschild & Co reviewed with the Special Committee and Ms. Bo-Linn, Mr. Palmer and Ms. Eberhart Rothschild & Co’s preliminary financial analysis of the Company. After Ms. Bo-Linn, Ms. Eberhart, and Mr. Palmer left the meeting, the Special Committee discussed the status of the draft merger agreement and transaction documents with representatives of RLF and Rothschild & Co.

On February 23, 2026, at the direction of the Special Committee, representatives of Rothschild & Co spoke with Mr. Frey, who had indicated a willingness to proceed with a $12 million reverse termination fee and a maximum liability amount of approximately $17 million.

Also on February 23, 2026, Wachtell circulated a revised draft of the Cerberus Support Agreement, which was shared with RLF and K&E. On February 24, 2026, K&E circulated a revised draft of the Cerberus Support Agreement, which was shared with RLF and Wachtell. On February 25, 2026, Wachtell advised that Searchlight had no further changes to the latest draft of the Cerberus Support Agreement.

On February 25, 2026, RLF, Troutman, Wachtell, Mr. Kennedy, and Mr. Bellomo spoke by videoconference concerning the merger agreement and related transaction documents. Afterwards, Wachtell sent a revised draft of the merger agreement that, among other things, proposed a $12 million reverse termination fee and a maximum liability amount equal to $18.5 million.

On February 26, 2026, RLF, Troutman, Wachtell, Mr. Kennedy, and Mr. Bellomo spoke by videoconference concerning the merger agreement and related transaction documents and resolved the remaining open items.

Also on February 26, 2026, the Special Committee held a meeting attended by Mr. Kennedy and representatives of each of RLF, Rothschild & Co and Troutman. Representatives from RLF and Troutman provided a summary of the merger agreement and related transaction documents. After Mr. Kennedy and representatives from Troutman left the meeting, representatives of Rothschild & Co reviewed with the Special Committee Rothschild & Co’s valuation analysis of the Company and the merger. Rothschild & Co delivered to the Special Committee its oral opinion, which was subsequently confirmed in writing, to the effect that, as of February 26, 2026 and based upon and subject to the various qualifications, limitations and assumptions set forth therein, the merger consideration payable to the holders of shares of Company common stock (other than shares of Company common stock (i) held by the Rollover Stockholders that are contributed to Parent pursuant to the Rollover Agreements or any Additional Rollover Agreements immediately prior to the effective time and (ii) that are Excluded Shares) in the merger pursuant to the merger agreement, was fair, from a financial point of view, to the Disinterested Stockholders (the

“Fairness Opinion”). After further discussion, and following the receipt and consideration of advice and reports from its advisors, the Special Committee unanimously approved the merger agreement, the related transaction documents and the transactions contemplated thereby and recommended that the Board (a) determine that the merger agreement, the related transaction documents and the transactions contemplated thereby are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders); (b) approve, adopt and declare advisable the merger agreement, the related transaction documents and the transactions contemplated thereby; (c) approve the execution and delivery of the merger agreement and the related transaction documents, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the merger and the other transactions upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company; (d) direct that the adoption of the merger agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; and (e) subject to the terms and conditions of the merger agreement, recommend that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL (collectively, the “Special Committee Recommendation”).

Later on February 26, 2026, following the conclusion of the meeting of the Special Committee, the Board held a meeting attended by Ms. Bo-Linn, Mr. Donahue, Ms. Eberhart, Mr. Geisler, Mr. Palmer, Mr. Kennedy, Mr. Bellomo, and representatives of each of Troutman, RLF, and Rothschild & Co. During the meeting, Mr. Donahue presented to the Board a report summarizing the process conducted by the Special Committee and advised that the Special Committee had adopted resolutions making the Special Committee Recommendation. Representatives of Rothschild & Co informed the Board that Rothschild & Co had rendered the Fairness Opinion to the Special Committee. Representatives of Troutman provided a summary of the merger agreement and the other transaction documents. After further discussion, directors present at the meeting unanimously adopted resolutions, among other things, (A) determining that the merger agreement and the transactions contemplated thereby, including the merger, are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders); (B) approving, adopting and declaring advisable the merger agreement and the transactions contemplated thereby, including the merger; (C) approving the execution and delivery of the merger agreement by the Company, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company; (D) directing that the adoption of the merger agreement be submitted to a vote of the stockholders of the Company at a meeting of the stockholders of the Company; (E) recommending that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL (the “Company Recommendation”); (F) authorizing officers of the Company to execute and deliver any amendments or supplements to the merger agreement, and the transaction documents; and (G) authorizing officers of the Company to take all such further action and to execute and deliver all such further agreements, instruments and documents as is deemed to be necessary, desirable, advisable or appropriate to consummate, effectuate carry out or further the actions contemplated by and the intent and purposes of the other resolutions adopted by the Board.

Later on February 26, 2026, the merger agreement and the other transaction documents were executed by all parties thereto.

On February 27, 2026, the Company filed with the SEC a copy of the merger agreement, the Support Agreements (as defined below) and the press release announcing the merger as exhibits to a Current Report on Form 8-K.

On March 2, 2026, Searchlight filed a Schedule 13D/A with respect to the Company to disclose Searchlight’s entry into the merger agreement with the Company.

On March 17, 2026, the Company and Parent entered into (i) the Dotmar Rollover Agreement with Dotmar Investments Limited, which, beneficially owns 847,293 shares of Company common stock, pursuant to which, among other things, Dotmar Investments Limited has agreed to vote (or cause to be voted) all of its shares of Company common stock in favor of the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement and to contribute all of such shares to Parent immediately prior to the effective time of the merger; (ii) the Burston Rollover Agreement with Richard Burston, who, beneficially owns 169,948 shares of Company common stock, pursuant to which, among other things, Richard Burston has agreed to vote (or cause to be voted) all of his shares of Company Common Stock in favor of the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement and

to contribute all of such shares to Parent immediately prior to the effective time of the merger; and (iii) the Terrdian Rollover Agreement with Terrdian Holdings Inc., which, beneficially owns 1,163,205 shares of Company Common Stock, pursuant to which, among other things, Terrdian Holdings Inc. has agreed to vote (or cause to be voted) all of its shares of Company common stock in favor of the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement and to contribute all of such shares to Parent immediately prior to the effective time of the merger.

At the meeting of the Special Committee on February 26, 2026, after due consideration, including consideration of the factors described in the section below entitled “— Reasons for the Merger,” and in consultation with its own independent legal and financial advisors, the Special Committee unanimously determined that the merger agreement, the related transaction documents and the transactions contemplated thereby, including the merger, are advisable, fair to, and in the best interests of the Company and its stockholders (including the Disinterested Stockholders) and approved the merger agreement, the related transaction documents and the transactions contemplated thereby, including the merger. The Special Committee also unanimously recommended to the Board that the Board:

At the special meeting of the Board held on February 26, 2026, after consideration of the unanimous recommendation and analysis of the Special Committee, including of the material factors described in the section below entitled “— Reasons for the Merger,” and detailed discussions with its outside legal counsel and financial advisor, at such meeting and prior meetings of the Board, the Board, by unanimous vote of those directors present at such special meeting of the Board (excluding the Searchlight and Abry directors, who were not present at such special meeting of the Board):

As described in the section of this proxy statement entitled “— Background of the Merger” above, on February 26, 2026, the Special Committee, after due consideration of all the factors the Special Committee deemed to be relevant, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger are advisable, fair to, and in the best interests of the Company and its stockholders and approved the merger agreement and the transactions contemplated thereby, including the merger and (ii) recommended that the Board (a) determine that merger agreement and the transactions contemplated thereby, including the merger are fair, advisable and in the best interests of the Company and its stockholders (including the Disinterested Stockholders); (b) approve, adopt and declare advisable the merger agreement and the transactions contemplated thereby, including the merger; (c) approve the execution and delivery of the merger agreement, the performance by the Company of its covenants and other obligations contained therein, and the consummation of the merger and the other transactions contemplated by the merger agreement upon the terms and subject to the conditions contained therein, including approval and adoption of the merger agreement by the stockholders of the Company at a meeting of the stockholders of the Company; (d) direct that the adoption of the merger agreement be submitted to a vote of the stockholders of Company at a meeting of the stockholders of the Company; and (e) subject to the terms and conditions of the merger agreement, recommend that the stockholders of the Company vote in favor of the adoption of the merger agreement in accordance with the DGCL.

Throughout the Special Committee’s process and in connection with making its determinations, approvals and recommendations with respect to the merger and related matters, the Special Committee consulted with its advisors, including Rothschild & Co and RLF, and considered the following non-exhaustive list of factors, which are not presented in any relative order of importance. The Special Committee viewed the following factors as being generally supportive of its determination, approvals and recommendations:

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the merger and to permit the Special Committee to represent effectively the interests of the Company’s stockholders. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the merger to the Company’s stockholders:

In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following non-exhaustive list of countervailing factors and risks concerning the merger agreement and the merger, which are not presented in any relative order of importance:

The Special Committee concluded that the negative factors and potential detriments associated with the proposed transaction with Searchlight and Abry are significantly outweighed by the positive factors and potential benefits that they expect the Company and its stockholders to achieve as a result of the transaction.

The Special Committee did not specifically consider the liquidation value or the net book value of the Company in its evaluation of the merger, because of its belief that neither liquidation value nor net book value presents a meaningful valuation for the Company and its business, as the Company’s value is derived from the cash flows to be generated from its continuing operations rather than from the value of assets that might be realized in a liquidation or from net book value, which is significantly influenced by historical costs and is not a material indicator of the value of the Company as a going concern. In addition, the Special Committee did not conduct a separate going-concern valuation of the Company because the financial analyses presented by Rothschild & Co, as more fully described in the section of this proxy statement entitled “— Opinion of Rothschild & Co US Inc.,” contained financial analyses of the cash flows to be generated by the Company’s continuing operations and the Special Committee believed these analyses to be a form of a going concern valuation.

Although the foregoing discussion sets forth the material factors considered by the Special Committee in reaching its recommendation, it is not intended to be exhaustive and may not include all of the factors considered by the Special Committee, and each director may have considered different factors or given different weight to each factor. The above factors are not presented in any order of priority. In view of the variety of factors, the amount of information and the complexity of the matters considered, the Special Committee did not find it practicable to, and did not, make specific assessments of, or assign relative weights to, the specific factors considered in reaching its recommendation. The explanation of the reasoning of the Special Committee and certain information presented in this section are forward-looking in nature and should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” of this proxy statement.

The Company does not, as a matter of course, publicly disclose forecasts as to future performance, revenues, earnings or other results due to, among other things, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Company is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. The Company has, however, included in this proxy statement certain financial forecasts of the Company that, to the extent described herein, were furnished to the Special Committee, the Special Committee’s financial advisor, the Board, Searchlight and Abry in connection with the evaluation of, and discussions concerning, the proposed merger.

These Financial Forecasts (as defined below) were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”). A summary of this information is presented below.

No assurances can be made regarding future events and the estimates and assumptions underlying these Financial Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, and the risk and uncertainties described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 111, all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of Searchlight, Abry and the Surviving Corporation, including with respect to industry performance, competitive factors, industry consolidation, general business, economic, regulatory, market and

financial conditions, as well as matters specific to the Company’s business, including with respect to future business initiatives and changes to the Company’s business model for which the Company has no historical data, which assumptions may not prove to have been, or may no longer be, accurate. Company stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized. Actual results likely will differ, and may differ materially, from those reflected in the Financial Forecasts, whether or not the merger is consummated. The inclusion in this proxy statement of the Financial Forecasts below should not be regarded as an indication that the Special Committee, the Board, the Company, Parent, Merger Sub, Searchlight, Abry, their respective boards of directors (or equivalent governing bodies) or their respective financial advisors considered, or now consider, these forecasts to be a reliable predictor of future results. The Financial Forecasts are not fact, and neither they nor any underlying assumptions should be relied upon as being indicative of future results. Therefore, readers of this proxy statement are cautioned not to place undue reliance on this information.

The material estimates and assumptions made by the Company’s management in connection with the February Projections include:

The Financial Forecasts include certain non-GAAP financial measures, including Adjusted EBITDA (as defined below) and gross profit. Investors should note that these non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Investors should also note that these non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Searchlight, Abry or any of their respective affiliates.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

The Financial Forecasts included in this section were prepared by, and are the responsibility of, the Company’s management. BDO USA, P.C., the independent auditor has not audited, reviewed, examined, compiled nor applied agreed upon procedures with respect to the accompanying Financial Forecasts and, accordingly, BDO USA, P.C. does not express an opinion or any other form of assurance with respect thereto. The BDO USA, P.C. report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Financial Forecasts and should not be read to do so.

The non-GAAP financial measures included in the February Projections were approved by the Special Committee for use by Rothschild & Co in connection with its fairness opinion and financial analysis, each as described in more detail in the section of this proxy statement entitled “— Opinion of Rothschild & Co US Inc.” beginning on page 46, and was used by the Special Committee for its consideration of the merger. Financial measures provided to a financial advisor in connection with a business combination transaction are not subject to SEC rules regarding disclosures of non-GAAP financial measures. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Special Committee, the Board or Rothschild & Co in connection with their respective evaluations of the merger and neither Searchlight nor Abry was provided with any such reconciliation. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Financial Forecasts to the relevant GAAP financial measures in this proxy statement.

By including in this proxy statement the Financial Forecasts below, none of the Company, Searchlight or Abry or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Financial Forecasts. Accordingly, the Financial Forecasts should not be construed as financial guidance, nor relied upon as such. The inclusion of the Financial Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Financial Forecasts summarized in this section reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any changes since such Financial Forecasts were prepared. NONE OF THE COMPANY, SEARCHLIGHT, ABRY OR, AFTER CONSUMMATION OF THE MERGER, THE SURVIVING CORPORATION, UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR. IN LIGHT OF THE FOREGOING FACTORS AND UNCERTAINTIES INHERENT IN THE FINANCIAL FORECASTS, READERS OF THIS PROXY STATEMENT ARE CAUTIONED NOT TO PLACE RELIANCE ON THIS INFORMATION.

To reflect a variety of changed circumstances affecting the Company, its business and its operational and financial performance, the Company’s management prepared and revised various iterations of nonpublic projections. These iterations culminated in the February Projections, nonpublic, unaudited prospective financial information for fiscal years 2026 through 2029 prepared by the Company’s management. The July Projections were initially prepared and adopted in July 2025. The October Projections were adopted and approved by the Special Committee on October 20, 2025. In addition, in connection with the continuing assessment of the proposed merger and at the direction of the Special Committee, the Company’s management updated the October Projections to also reflect the actual financial results for 2025 and to make certain additional minor changes (as updated, the “February Projections”), which projections were reviewed by the Special Committee, and were adopted and approved by the Special Committee on February 18, 2026 for use by Rothschild & Co in connection with its fairness opinion and for purposes of performing Rothschild & Co’s financial analysis in connection with the proposed merger, each as described in more detail in the section of this proxy statement entitled “— Opinion of Rothschild & Co US Inc.” beginning on page 46, and relied upon by the Special Committee on February 26, 2026 in reaching the unanimous determination of the Special Committee described above in the section entitled “— Recommendation of the Special Committee”. The Financial Forecasts assume that the Company would continue to operate as a standalone company and do not reflect any impact of the proposed merger, including any impact of the negotiation or execution of the proposed merger, the expenses that may be incurred in connection with the proposed merger or the consummation thereof or the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the proposed merger. The July Projections, the October Projections and the February Projections were made available to members of the Board, and the October Projections and the February Projections, as well as an updated version of the July Projections as described in the section of this proxy statement titled “— Background of the Merger” beginning on page 20, were made available to Searchlight and Abry, in connection with their review of a Potential Transaction with the Company.

The following tables set forth a summary of the July Projections, the October Projections and the February Projections (collectively, the “Financial Forecasts”). This summary information is not included in this proxy statement to influence or induce any Company stockholder to vote in favor of approving the merger agreement proposal or approving any other proposals to be voted on at the special meeting.

The following table summarizes the July Projections for the fiscal years 2025 through 2029 ($ in millions, unless otherwise stated):

The following table summarizes the October Projections for the fiscal years 2025 through 2029 ($ in millions, unless otherwise stated):

The following table summarizes the February Projections for the fiscal years 2026 through 2029 and actual results for fiscal year 2025 ($ in millions, unless otherwise stated):

The Special Committee retained Rothschild & Co as its financial advisor in connection with advising the Special Committee with respect to the potential sale, merger or other business/strategic combination involving the Company, including, without limitation, the transactions contemplated by the merger agreement. The Special Committee selected Rothschild & Co based on its qualifications, experience, reputation, and independence. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, capital raises and other transactions.

On February 26, 2026, at a meeting of the Special Committee held to evaluate the proposed merger and other transactions contemplated by the merger agreement, Rothschild & Co delivered to the Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 26, 2026, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the

written opinion, the merger consideration payable to the holders of shares of Company common stock (other than shares of Company common stock (i) held by the Rollover Stockholders that are contributed to Parent pursuant to the Rollover Agreements or any Additional Rollover Agreements immediately prior to the effective time and (ii) that are Excluded Shares) in the merger pursuant to the merger agreement was fair, from a financial point of view, to the Disinterested Stockholders.

The full text of Rothschild & Co’s written opinion, dated February 26, 2026, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex I to this proxy statement and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained herein is qualified in its entirety by reference to the full text of such opinion.

Rothschild & Co’s opinion was provided for the benefit of the Special Committee in connection with and for the purpose of its evaluation of the merger. Rothschild & Co’s opinion should not be construed as creating any fiduciary duty on Rothschild & Co’s part to any party. Rothschild & Co’s opinion was limited to the fairness, from a financial point of view, to the Disinterested Stockholders of the merger consideration payable to the holders of shares of Company common stock (other than shares of Company common stock (i) held by the Rollover Stockholders that are contributed to Parent pursuant to the Rollover Agreements or any Additional Rollover Agreements immediately prior to the effective time and (ii) that are Excluded Shares) in the merger pursuant to the merger agreement, and Rothschild & Co was not asked to, nor did it, offer any opinion as to the terms, other than the merger consideration to the extent expressly set forth in its opinion, of the merger, the merger agreement or any other agreement entered into in connection with the merger. Rothschild & Co expressed no opinion as to the price at which the shares of Company common stock would trade at any future time. In addition, Rothschild & Co did not express any opinion as to the Company’s, the Board’s or the Special Committee’s underlying business decisions to engage in the merger or the relative merits of the merger as compared to any alternative transaction. Rothschild & Co’s opinion did not constitute a recommendation to the Special Committee as to whether to approve the merger or a recommendation as to whether or not any holder of shares of Company common stock should vote or otherwise act with respect to the merger or any other matter. In addition, Rothschild & Co was not asked by the Special Committee to address, nor did Rothschild & Co’s opinion address, (i) the fairness to, or any other consideration of, the holders of any class of securities (other than the Disinterested Stockholders and then only to the extent expressly set forth in Rothschild & Co’s opinion), including the holders of Series A-1 Preferred Stock or creditors or other constituencies of the Company, (ii) the fairness to, or any other consideration of, the holders of the Rollover Shares or the Penny Warrants, (iii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Parent, the Company, or any class of such persons, whether relative to the merger consideration pursuant to the merger agreement or otherwise or (iv) any Additional Rollover Agreements or Additional Rollover Stockholders.

In connection with its opinion, Rothschild & Co, among other things:

In addition, Rothschild & Co held discussions with certain members of the management of the Company regarding the merger, the past and current business operations and financial condition and prospects of the Company, the February Projections and certain other matters Rothschild & Co believed necessary or appropriate to its inquiry.

In arriving at its opinion, with the Special Committee’s consent, Rothschild & Co relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by the Company and its associates, affiliates and advisors, or otherwise reviewed by or for it, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of the Company, nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of the Company or Parent. At the direction of the Special Committee, Rothschild & Co used and relied upon the February Projections for purposes of its opinion. In relying on the February Projections, Rothschild & Co assumed, at the direction of the Special Committee and at the direction of the Company, that they were reasonably prepared by the management of the Company based on assumptions reflecting the best currently available estimates and judgments by the Company’s management and by the Special Committee as to the expected future results of operations and financial condition of the Company and that the financial results reflected in such February Projections would be achieved at the times and in the amounts projected. Rothschild & Co did not express any view as to the reasonableness of the February Projections and the assumptions on which they are based.

For purposes of rendering its opinion, Rothschild & Co assumed that the transactions contemplated by the merger agreement would be consummated as contemplated in the merger agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties would comply with all material terms of the merger agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the merger, no material delays, limitations, conditions or restrictions would be imposed. For purposes of rendering its opinion, Rothschild & Co assumed that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of the Company since the date of the most recent financial statements and other information, financial or otherwise, relating to the Company made available to Rothschild & Co, and that there was no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the merger, nor did its opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by the Company and its other advisors with respect to such issues. In arriving at its opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against the Company or any of its affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any material respect from the draft of the merger agreement reviewed by it. Rothschild & Co’s opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date of the opinion and the conditions and prospects, financial and otherwise, of the Company as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of the Company. Although subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, Rothschild & Co does not have any obligation to update, revise or reaffirm its opinion.

The following represents a summary of the material financial analyses performed by Rothschild & Co, each of which is a standard valuation methodology customarily undertaken in transactions of this type, in connection with providing its opinion, dated February 26, 2026, to the Special Committee. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant

methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. No one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild & Co. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild & Co was based on all analyses and factors taken as a whole and also on application of Rothschild & Co’s experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Some of the summaries of financial analyses performed by Rothschild & Co include information presented in tabular format. In order to fully understand the financial analyses performed by Rothschild & Co, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Rothschild & Co. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild & Co.