AGFS AgroFresh Solutions Inc

You are invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of AgroFresh Solutions, Inc., which we refer to as “AgroFresh” or the “Company,” to be held on [  ], 2023, at [  ] Eastern Time at the Company’s offices located at One Washington Square, 510-530 Walnut Street, Suite 1350, Philadelphia, PA 19106.

On November 21, 2022, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among Project Cloud Holdings, LLC, a Delaware limited liability company (“Parent”), Project Cloud Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company (which we refer to as the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”) as a subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Paine Schwartz Partners, LLC (“PSP”), which, together with its affiliates, holds approximately 39% of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting.

At the Special Meeting, you will be asked to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

If the Merger is completed, each share of the Company’s common stock, par value $0.0001 per share (“Company common stock”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (1) shares of Company common stock owned by the Company and not held on behalf of third parties, (2) shares of Company common stock owned by Parent or Merger Sub and (3) shares of Company common stock that are owned by stockholders of the Company who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights with respect to such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Dissenting Shares” and, together with the shares described in clauses (1) and (2), the “Excluded Shares”)) will be automatically converted into the right to receive $3.00 in cash per share, without interest, which we refer to as the “Merger Consideration.”

The special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), consisting solely of non-management independent members of the Board not affiliated with PSP or its affiliates, acting in reliance in part upon the advice of independent financial and legal advisors, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger are (i) advisable, fair to, and in the best interests of the “Unaffiliated Stockholders” of the Company, defined to mean the holders of shares of Company common stock, other than, collectively, Paine Schwartz Food Chain Fund VI, L.P. (the “Sponsor”), PSP AGFS Holdings, L.P. and their respective affiliates (including Parent and Merger Sub), the members of the Board, any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any of their respective “associates” or members of their “immediate family” (as such terms are defined in Rules 12b-2 and 16a-1 of the Exchange Act), which stockholders we refer to as the “Unaffiliated Stockholders,” and (ii) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act), (2) determined that it is in the best interests of the Unaffiliated

Stockholders and declared it advisable to enter into the Merger Agreement and (3) recommended that the Board approve and authorize the Merger Agreement and the Merger and recommend that the stockholders of the Company vote to adopt and approve the Merger Agreement.

The Board, other than John Atkin, Alexander Corbacho, Kevin Schwartz, and Kay Kuenker, who recused themselves due to their affiliation with, or designation to the Board by, PSP and who we refer to as the “Recused Directors,” acting in accordance with the recommendation of the Special Committee, unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, including the Unaffiliated Stockholders, (2) determined that it is in the best interests of the Company’s stockholders, including the Unaffiliated Stockholders, and declared it advisable to enter into the Merger Agreement, (3) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and any other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (4) resolved to recommend that the Company’s stockholders vote to adopt and approve the Merger Agreement and the consummation of the transactions contemplated thereby, in each case subject to the terms and conditions of the Merger Agreement and (5) directed that the Merger Agreement be submitted for adoption by the holders of shares of the Company’s capital stock entitled to vote thereon.

The approval of the proposal to adopt and approve the Merger Agreement, which we refer to as the “Merger Agreement Proposal,” requires both (a) the affirmative vote of the stockholders representing a majority of the aggregate voting power of the outstanding shares of Company common stock and shares of the Company’s Series B convertible preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), entitled to vote on the Merger Agreement Proposal, voting together as a single class, which we refer to as the approval of the “majority of the outstanding shares” and (b) the affirmative vote of the stockholders representing a majority of the aggregate voting power of the outstanding shares of Company common stock beneficially owned by Unaffiliated Stockholders entitled to vote on the Merger Agreement Proposal, which we refer to as the approval of the “majority of the unaffiliated shares.”

You will also be asked to vote at the Special Meeting on (1) one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, which we refer to as the “Adjournment Proposal” and which requires the affirmative vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote on the matter, assuming a quorum is present or the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal if a quorum is not present, and (2) a nonbinding, advisory proposal regarding certain compensation arrangements for the Company’s named executive officers in connection with the Merger, which we refer to as the “Merger-Related Compensation Proposal” and which requires the affirmative vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote on the matter, assuming a quorum is present.

The Merger Agreement and the Merger have been unanimously approved and recommended by the Special Committee, which is comprised of non-management independent directors of the Company who are independent of, and not affiliated with, PSP or its affiliates. The Board, by a unanimous vote of the Company’s directors (other than the Recused Directors), recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Merger cannot be completed unless both a majority of the outstanding shares and a majority of the unaffiliated shares approve the Merger Agreement Proposal. A failure to vote your shares of Company common stock will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that are included on the

enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in this proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 12 in our annual report on Form 10-K for the year ended December 31, 2021 and page 37 in our quarterly report on Form 10-Q for the quarterly period ended September 30, 2022, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

If you have any questions or need assistance voting your shares of Company common stock, please contact D.F. King & Co., the Company’s proxy solicitor in connection with the Special Meeting:

The accompanying proxy statement is dated [  ], 2023, and is first being mailed to the Company’s stockholders on or about [  ], 2023.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The record date for the Special Meeting is [  ], 2023 (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, a stockholder who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of Delaware law, will have the right to seek appraisal of the fair value of its shares in accordance with Section 262 of the Delaware General Corporation Law. The procedures for exercising appraisal rights are summarized in the proxy statement accompanying this notice and a copy of Section 262 of the Delaware General Corporation Law is reproduced in its entirety in Annex C to the accompanying proxy statement.

The Merger Agreement and the Merger have been unanimously approved and recommended by the special committee of the board of directors of the Company (the “Board”), which is comprised of non-management independent directors of the Company who are independent of, and not affiliated with, PSP or its affiliates. The Board, by a unanimous vote of the Company’s directors (other than John Atkin, Alexander Corbacho, Kevin Schwartz, and Kay Kuenker, who recused themselves due to their affiliation with, or designation to the Board by, PSP) recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Adjournment Proposal and “FOR” the Merger-Related Compensation Proposal.

Your vote is very important. The Merger cannot be completed unless both a majority of the outstanding shares and a majority of the unaffiliated shares approve the Merger Agreement Proposal. A failure to vote your shares of Company common stock will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that are included on the enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in this proxy statement. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact AgroFresh’s proxy solicitor:

The Notice of Special Meeting of Stockholders and our Proxy Statement are available at www.proxyvote.com.

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement entitled “Summary Term Sheet” and 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, all of which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of Company common stock will have the right to receive the Merger Consideration.

The Company was originally incorporated as a blank check company for the purpose of effecting a combination with another business. In 2015, the Company acquired AgroFresh, Inc. from a subsidiary of Dow, Inc. (“Dow”) (the “de-SPAC Transaction”). In connection with the de-SPAC Transaction, the Company entered into a credit agreement providing for, among other things, a $425 million term loan (the “Original Term Loan”) that had a scheduled maturity date of July 31, 2021, and thus, under United States generally accepted accounting principles (“GAAP”), would become a current liability on the Company’s balance sheet on July 31, 2020. Following the de-SPAC Transaction, Dow owned approximately 35% of the outstanding shares of Company common stock.

Since the de-SPAC Transaction, in the ordinary course of business, the Board and the senior management team of the Company (“Management”), with the assistance of outside advisors, regularly has reviewed near and long-term strategy, performance, positioning and operating prospects of the Company with a view toward enhancing stockholder value. These reviews have included, from time to time, evaluations of potential alternatives for achieving long-term strategic goals, including strengthening the Company’s balance sheet by reducing the Company’s long-term indebtedness, diversification of products beyond the SmartFresh™ Quality System (“SmartFresh”) and of applications for SmartFresh beyond apples, increasing the liquidity of the publicly-traded shares of Company common stock, and strategic transactions. These reviews have also included periodic consideration of, and discussions with other companies from time to time regarding, potential strategic alternatives, including business combinations, acquisitions and dispositions to further the Company’s strategic objectives.

On June 13, 2020, in connection with efforts to refinance the Original Term Loan prior to it becoming a current liability, the Company entered into an Investment Agreement (the “Investment Agreement”) with PSP AGFS, an affiliate of PSP, pursuant to which PSP AGFS agreed to purchase $150 million of Series B Preferred Stock, conditioned upon the concurrent refinancing of the Original Term Loan. The Investment Agreement gives PSP AGFS the right to appoint a number of members of the Board (currently four) that is proportionate to the number of shares of Company common stock that would be held by PSP AGFS (assuming all of its Series B Preferred Stock converted to Company common stock) relative to the total outstanding shares of Company common stock, and also contains certain standstill provisions prohibiting PSP AGFS from, among other things, acquiring any, or proposing any tender offer regarding, securities of the Company (the “Standstill Provisions”). The Standstill Provisions do not prohibit PSP AGFS from making a confidential request to the Company seeking a waiver of the Standstill Provisions so long as such request is made in a manner that does not require public disclosure thereof by the Company or from communicating privately with the Company regarding, or submitting to the Board one or more confidential proposals or offers for, a transaction, so long as such communications and submissions are not intended to, and would not reasonably be expected to, require any public disclosure by the Company of such communications or submissions. The Standstill Provisions remain in effect until the date no designees of PSP AGFS serve on the Board and PSP AGFS has no rights (or has irrevocably waived its rights) to designate directors for election to the Board. The Investment Agreement also provides that, for so long as PSP and its affiliates beneficially own shares of Series B Preferred Stock representing, in the aggregate, at least 10% of the shares of Company common stock on an as- converted basis, the Company shall not, and shall not permit its subsidiaries to, among other things, incur indebtedness in excess of $5,000,000 individually or $10,000,000 in the aggregate (the “Indebtedness Consent Provision”).

On July 27, 2020, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) refinancing the Original Term Loan. The Credit Agreement provides for, among other things, a term loan of $275 million that matures on December 31, 2024 (the “Term Loan”), and thus, under GAAP, would become a current liability on the Company’s balance sheet on December 31, 2023. In connection with the refinancing, PSP AGFS purchased 150,000 shares of the Company’s Series B-1 convertible preferred stock, par

value $0.0001 per share, that were subsequently exchanged for 150,000 shares of Series B Preferred Stock. The Series B Preferred Stock provides for mandatory cumulative dividends at a rate of 16% per annum, of which 50% is currently payable in cash, 37.5% is currently payable in kind, and 12.5% is currently payable in cash or in kind, at the Company’s option. The Company generally may redeem the shares of Series B Preferred Stock for cash at any time for a price that is sufficient to cause the multiple on invested capital (“MOIC”), as defined in the Certificate of Designation of the Series B Preferred Stock, to meet a requisite multiple, that is currently 2.0 (the “2X Redemption Price”) and that, starting on July 28, 2023 would be, unless certain price and trading volume thresholds are satisfied, equal to the greater of (i) 100% of the liquidation preference of the Series B Preferred Stock, plus any accrued and unpaid dividends (the “Alternative Redemption Price”) or (ii) the 2X Redemption Price. Because the Alternative Redemption Price would not exceed the 2X Redemption Price until late 2025, a redemption of the Series B Preferred Stock prior to such time would effectively result in a “prepayment” of the dividends that would otherwise accrue through such time (such prepayment amount, the “Breakage Costs”). In the event of a “Change of Control” (as defined in the Certificate of Designation of the Series B Preferred Stock), the Company is required to make an offer to repurchase all of the Series B Preferred Stock for a price that is at least equal to the 2X Redemption Price or, in the event of a Change of Control on or after July 28, 2023, the Alternative Redemption Price. Holders of the Series B Preferred Stock have the right to vote on matters submitted to a vote of stockholders on an as-converted basis. Because the mandatory paid-in-kind dividends increase the amount of shares of Company common stock that the Series B Preferred Stock are convertible into, as such dividends accrue, the voting power of the Series B Preferred Stock increases.

From time to time since the entry into the Credit Agreement, Management and the Board have assessed the Company’s leverage levels and the impact of the overhang from the Series B Preferred Stock and Dow’s significant ownership of Company common stock on the trading price of the Company common stock and its overall valuation as compared to its peers. In connection with evaluating potential solutions thereto, Management has engaged in discussions with various parties, including Dow, from time to time.

On March 25, 2022, Management held a meeting with representatives of Morrison & Foerster LLP (“Morrison Foerster”) and representatives of a financial advisor (“Financial Advisor A”) to discuss a potential recapitalization involving the Series B Preferred Stock (a “potential Series B Recapitalization”). During the meeting, representatives of Financial Advisor A shared their preliminary financial analyses of the Company’s overall capitalization and the Series B Preferred Stock and discussed the timeline, mechanics and benefits of a potential Series B Recapitalization. Representatives of Morrison Foerster then discussed the benefits, in light of the conflict of interest between the Company and PSP in connection with a potential Series B Recapitalization, of establishing a special committee to oversee the process to explore, review, negotiate and evaluate any potential Series B Recapitalization and having the Special Committee engage separate financial and legal advisors.

On April 8, 2022, the Company executed an engagement letter with Morrison Foerster in connection with the Company’s consideration of a potential Series B Recapitalization.

Also on April 8, 2022, Nance K. Dicciani, Robert Campbell and Denise L. Devine, three of the Company’s independent directors, met with representatives of Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) to interview Morris Nichols as potential independent legal counsel to the Special Committee, should it be formed. At this meeting, Morris Nichols summarized certain prior or current engagements between Morris Nichols, on the one hand, and certain potentially relevant parties, on the other. Following such meeting, the directors present determined, based on Morris Nichols’ experience in advising special committees and the directors’ determination that Morris Nichols would be independent for purposes of such engagement, that, should the Special Committee be formed, the Special Committee would retain Morris Nichols as independent legal counsel. Between April 8 and April 11, Morris Nichols reviewed a draft of the resolutions that, if adopted by the Board, would establish the Special Committee and set forth its authority.

On April 11, 2022, the Board held a meeting to consider forming the Special Committee, with representatives of Morrison Foerster participating. Morrison Foerster discussed with the Board certain legal considerations in connection with a potential Series B Recapitalization, including the Board’s fiduciary duties and the authorization that would be granted to the Special Committee in respect thereof. Following the presentation, the Board then discussed the proposed resolutions for establishing the Special Committee and agreed that the Special Committee’s mandate would be to address a potential Series B Recapitalization, and that the full Board would oversee decisions relating to a refinancing of the Term Loan (the “Refinancing Process”). Following this discussion, the Board established the Special Committee and designated Dr. Dicciani, Mr. Campbell and

Ms. Devine as members of the Special Committee, with Dr. Dicciani as the chair of the committee. The Special Committee was delegated the full power and authority of the Board to, among other things: (i) direct the process related to the evaluation of a potential Series B Recapitalization; (ii) negotiate the terms of a potential Series B Recapitalization; (iii) reject or determine not to pursue any potential Series B Recapitalization; (iv) determine whether any potential Series B Recapitalization is advisable, fair to and in the best interests of the Company and its stockholders; and (v) recommend to the Board what action, if any, should be taken with respect to such potential Series B Recapitalization. The Special Committee was further delegated authority to select and engage legal counsel and financial and other advisors. The Board also resolved not to approve any potential Series B Recapitalization without the Special Committee’s prior favorable recommendation. Finally, the Board authorized customary compensation for each member of the Special Committee consisting of $10,000 per month for the chair of the Special Committee and $5,000 per month for each other member of the Special Committee.

On April 25, 2022, the Special Committee held a meeting attended by representatives of Morris Nichols. Representatives of Morris Nichols led a discussion of, among other things, the fiduciary duties of directors under Delaware law and efforts to date in vetting potential financial advisors for the Special Committee. Members of Management then joined the meeting, and discussed, at the request of the Special Committee members, potential financial advisors for the Special Committee, including Financial Advisor A and another financial advisor (“Financial Advisor B”), and stated their belief that a public equity approach for a potential Series B Recapitalization, which had been recommended by Financial Advisor A, was best aligned with the Company’s business plan and would maximize opportunities to unlock value for Company stockholders. A representative of Financial Advisor A then joined the meeting and discussed with the Special Committee Financial Advisor A’s: (i) experience and capabilities; (ii) initial views regarding a potential Series B Recapitalization; and (iii) proposed next steps. After Financial Advisor A and members of Management left the meeting, the Special Committee expressed its initial view that the public equity options for a potential Series B Recapitalization were more likely to be aligned with the best interests of the Unaffiliated Stockholders and determined, based on that view, and on Financial Advisor A’s presentation at this meeting and its independence with respect to a potential Series B Recapitalization, to engage Financial Advisor A.

On April 26, 2022, the Company and Financial Advisor A entered into an engagement letter pursuant to which Financial Advisor A was engaged to act as financial advisor to the Special Committee in connection with the Special Committee’s evaluation of any potential Series B Recapitalization.

Between April 26, 2022 and May 13, 2022, Financial Advisor A worked to prepare a proposal for the Special Committee’s consideration regarding a potential Series B Recapitalization during which time Management provided the May Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company,” to Financial Advisor A.

On May 13, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Financial Advisor A, and Morrison Foerster. At this meeting, representatives of Financial Advisor A discussed with the Special Committee materials (which included the May Projections) evaluating a potential Series B Recapitalization. During this discussion, representatives of Financial Advisor A: (i) observed that, if the shares of Company common stock were to trade at a mean multiple to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) that the securities of certain companies identified by Financial Advisor A as sharing certain similar business characteristics to the Company trade at, the shares of Company common stock would trade at $6.92 per share (or $6.18 per share assuming conversion of the Series B Preferred Stock at $5.00 per share) and (ii) advised as to its belief that the possibility the shares of Company common stock would trade at such mean multiple was theoretical given the existing overhang of the Series B Preferred Stock. Financial Advisor A then led a discussion regarding the existing financial terms of the Series B Preferred Stock noting that a goal of any potential Series B Recapitalization would be to redeem the Series B Preferred Stock at a negotiated cost less than the 2X Redemption Price, which would not be possible without PSP’s consent. Representatives of Financial Advisor A then discussed with the Special Committee a framework for a potential Series B Recapitalization involving redeeming the Series B Preferred Stock for a mix of cash, shares of Company common stock and a new series of preferred stock, a portion of which would be marketed to new investors to fund the cash consideration (a “potential Mixed Consideration Recapitalization”). Financial Advisor A also discussed with the Special Committee potential alternative methods to effect a Series B Recapitalization, including through raising cash to redeem the Series B Preferred Stock, either through the

issuance of additional debt or shares of Company common stock, and explained its view that such alternatives were not attractive. Specifically, with respect to the issuance of debt, Financial Advisor A advised that the covenant obligations associated with increased debt would likely limit the Company’s growth opportunities, and, with respect to the issuance of Company common stock, Financial Advisor A advised that such an issuance would not be practical given the Company’s existing market capitalization. Members of Management and representatives of Morrison Foerster then left the meeting. After further discussion, the Special Committee preliminarily determined to direct Financial Advisor A to engage in discussions with PSP regarding a potential Mixed Consideration Recapitalization that would, among other things, assume a redemption of the Series B Preferred Stock at a 1.5X MOIC, but determined to reconvene the following week before making a final determination.

On May 16, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Financial Advisor A. The Special Committee discussed materials that were prepared by Financial Advisor A, including updates to the materials presented at the May 13 Special Committee meeting. Following discussion, the Special Committee authorized Financial Advisor A to begin negotiations with PSP in respect of a potential Mixed Consideration Recapitalization that assumed a redemption of the Series B Preferred Stock at a 1.5X MOIC, comprising $40 million in cash consideration, $50 million in shares of Company common stock (with such shares of Company common stock valued at $2.66 per share for purposes of calculating the 1.5X MOIC) and approximately $100 million of a new series of preferred stock with a conversion price of $3.33 and a dividend rate of 6% (with such preferred stock valued based on its liquidation value for purposes of calculating the 1.5X MOIC) (the “Series B Recapitalization Proposal”). It was contemplated that the Company would finance the cash consideration with up to $5 million of cash on hand, plus cash from the proceeds of the sale of up to $35 million of the new preferred stock to new investors. The Special Committee directed that Management involvement in any such negotiations be coordinated by Financial Advisor A and each of Financial Advisor A and Management report back to the Special Committee as negotiations developed.

On May 24, 2022, pursuant to the authorization provided by the Special Committee at its meeting on May 16, Financial Advisor A and members of Management met with PSP and presented the Series B Recapitalization Proposal. At this meeting, Financial Advisor A reviewed with PSP materials summarizing the Series B Recapitalization Proposal.

On May 31, 2022, a representative of PSP spoke with Dr. Dicciani and Mr. Campbell, and a representative of Kirkland & Ellis (“Kirkland & Ellis”), outside counsel to PSP, separately spoke with representatives of Morris Nichols, to convey that: (i) PSP would not support any potential Series B Recapitalization that did not, among other things, provide PSP with an immediate cash return of its principal investment and (ii) PSP may be willing to explore alternative transactions, including a potential transaction in which PSP would acquire all of the shares of Company common stock not already owned by it (such a potential transaction, a “potential Go Private Transaction”). The representatives of PSP and Kirkland & Ellis did not offer any further details or terms regarding a potential Go Private Transaction, including as to price or valuation.

At various points from and after May 31, 2022, representatives of Morris Nichols had calls with representatives of Kirkland & Ellis to discuss process considerations relating to a potential Go Private Transaction.

On June 6, 2022, representatives of Financial Advisor A and members of Management met with PSP to discuss further the Series B Recapitalization Proposal, including, among other items, the feasibility of the Series B Recapitalization Proposal in light of the current market conditions and the complexity of the preferred stock security to be issued in the Series B Recapitalization Proposal, and PSP’s potential support for any recapitalization of the Series B Preferred Stock only if it included an immediate cash return of PSP’s principal investment.

Also on June 6, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Financial Advisor A, and Morrison Foerster to discuss updates on the Series B Recapitalization Proposal and Refinancing Process. Representatives of Financial Advisor A provided their views on market conditions generally and the likelihood the Company would be able to raise the cash required to redeem the Series B Preferred Stock for an amount of cash sufficient to return PSP’s principal investment through either an equity or debt financing. Representatives of Morris Nichols and Morrison Foerster then led a discussion of process considerations relating to a potential Go Private Transaction, including those regarding: (i) fiduciary duties under Delaware law; (ii) PSP’s obligations under the Investment Agreement (including the Standstill Provisions) and (iii) federal securities law issues. After members of Management and representatives of

Morrison Foerster left the meeting, the Special Committee directed that Morris Nichols and Morrison Foerster contact Kirkland & Ellis to determine: (i) whether there is any willingness by PSP to negotiate a potential Series B Recapitalization based on the parameters of the Series B Recapitalization Proposal; (ii) if PSP had any proposals on how the Company could raise the cash necessary to return PSP’s principal; and (iii) PSP’s and Kirkland & Ellis’s thoughts on process considerations.

On June 8, 2022, representatives of Morris Nichols and Morrison Foerster spoke with a representative of Kirkland & Ellis, who restated the positions previously taken by PSP, and further: (i) stated that PSP would not engage in any process to explore a potential Go Private Transaction or provide any indication of price or valuation unless an independent committee of the Board invited such a proposal; (ii) stated that PSP would condition any potential Go Private Transaction on approval by an independent committee of the Board and unaffiliated stockholders; and (iii) acknowledged the presence of the Standstill Provisions that prevented PSP from making any public disclosures with respect to a potential Go Private Transaction prior to a waiver by the Board and noted that a potential Go Private Transaction was one of a number of alternatives PSP was considering with its investment.

Later on June 8, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Financial Advisor A, and Morrison Foerster. Representatives of Morris Nichols and Morrison Foerster conveyed the substance of their discussion with the representative of Kirkland & Ellis and continued discussion of process considerations.

On June 9, 2022, representatives of Morris Nichols spoke with a representative of Kirkland & Ellis, who again restated PSP’s positions and also stated PSP did not have a proposal on how the Company could raise the cash necessary to redeem the Series B Preferred Stock for an amount of cash sufficient to return PSP’s principal investment.

On June 10, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols. Representatives of Morris Nichols: (i) conveyed the discussion they had with Kirkland & Ellis the prior day; (ii) discussed process considerations relating to a potential Go Private Transaction, including those relating to fiduciary duties under Delaware law; and (iii) observed that the mandate of the Special Committee was then limited to considering a potential Series B Recapitalization. Following discussion, the Special Committee determined to suggest a Board meeting, during which the PSP designees to the Board could discuss with the Board the reasons for its potential interest in exploring a potential Go Private Transaction, and following which the Board (other than the Recused Directors) could determine whether to empower the Special Committee to consider whether to invite such a proposal.

On June 16, 2022, Financial Advisor A sent to the Special Committee materials assessing financing alternatives available to the Company in connection with a potential Series B Recapitalization that would provide PSP with an immediate cash return of its principal investment and stating that Financial Advisor A did not recommend pursuing a potential Series B Recapitalization of that kind in light of, among other things: (i) that such a potential Series B Recapitalization would effectively pre-pay PSP’s return on its investment for several years; (ii) the significant cost of capital necessary to effect such a potential Series B Recapitalization; and (iii) Financial Advisor A’s belief that such a potential Series B Recapitalization would not improve the trading characteristics of the Company common stock or improve the Company’s overall capital structure to attract new equity investors.

On June 17, 2022, the Board held a meeting, attended by members of Management and representatives of Morris Nichols and Morrison Foerster. Dr. Dicciani updated the Board on conversations between the Special Committee and PSP regarding a potential Series B Recapitalization. Representatives of Morris Nichols and Morrison Foerster reviewed with the Board the fiduciary duties of directors under Delaware law and certain considerations under the Investment Agreement and federal securities laws. One of PSP’s designees to the Board then conveyed PSP’s views on the Series B Recapitalization Proposal and PSP’s interest in assessing the Board’s receptivity to exploring a potential Go Private Transaction. No terms of a potential Go Private Transaction were discussed, and no indication concerning valuation or price was made. After all participants other than the Board (excluding the Recused Directors) and representatives of Morris Nichols and Morrison Foerster left the meeting, the remaining directors preliminarily determined to expand the mandate of the Special Committee to consider whether to explore a potential Go Private Transaction and alternatives thereto. Mr. Clinton Lewis, Chief

Executive Officer of the Company, and representatives of Morrison Foerster, then left the meeting, following which the remaining directors confirmed their preliminary determination and directed Morris Nichols to work with Morrison Foerster to prepare resolutions reflecting the expanded mandate.

On June 30, 2022, Kirkland & Ellis, on behalf of PSP, confirmed that any transaction proposed by PSP that requires stockholder approval for consummation of such transaction (including a potential Go Private Transaction) would be conditioned upon approval by a fully empowered special committee of the Board consisting of independent, non-management directors and upon the approval of the holders of a majority of the shares of Company common stock owned by disinterested stockholders in accordance with the framework established under Kahn v. M & F Worldwide Corporation and its progeny, and such conditions would be non-waivable.

On July 5, 2022, the Board, acting by unanimous consent in lieu of a meeting, adopted resolutions delegating to the Special Committee the full power and authority of the Board to, among other things: (i) direct the process related to the evaluation of a potential Go Private Transaction and alternatives thereto (any potential Go Private Transaction or alternative thereto, a “potential Transaction”), including determining whether to invite PSP to deliver a proposal in respect of a potential Go Private Transaction and the parties with whom any potential Transaction should be explored; (ii) negotiate the terms of any potential Transaction; (iii) grant any waivers under the Investment Agreement that the Special Committee determines necessary or advisable to facilitate its exploration of a potential Transaction; (iv) reject or determine not to pursue any potential Transaction; (v) determine initially on behalf of the Company whether any potential Transaction is advisable, fair to and in the best interests of the Company and its stockholders (or any subset of stockholders that the Special Committee determined appropriate); and (vi) recommend to the Board what action, if any, should be taken with respect to any potential Transaction. The Board also resolved not to approve a potential Transaction involving PSP or otherwise arising out of the Special Committee’s process without a prior favorable recommendation of such action by the Special Committee.

On July 11, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Morrison Foerster, PSP and Kirkland & Ellis. At this meeting, a representative of PSP informed the Special Committee that, if invited by the Special Committee, PSP would be prepared to submit a proposal regarding a potential Go Private Transaction at a valuation of $2.55 to $2.65 per share of Company common stock, subject to due diligence and obtaining committed financing, and that, in furtherance of such proposal, PSP would request access to Management to conduct further due diligence and permission to speak with a limited number of potential financing sources. The representative of PSP noted that such range would reflect a premium of 55% to 62% over the last closing price of the shares of Company common stock, a premium to the 52-week high closing price of the shares of Company common stock, and a ten-times multiple of last twelve months EBITDA, and stated that PSP was not prepared to engage in a protracted process or vote its stock in favor of an alternative proposal that would involve an extended time frame. After representatives of PSP and Kirkland & Ellis left the meeting, the remaining participants discussed the $2.55 to $2.65 range. Morris Nichols reviewed with the Special Committee members their fiduciary duties under Delaware law, and discussed the potential of engaging a financial advisor to advise the Special Committee whether to engage in any potential Transaction or maintain the status quo and, if a potential Transaction is pursued whether, and if so when, to reach out to other potential Transaction partners. Following discussion, the Special Committee preliminarily determined to interview three potential financial advisors with experience advising special committees in similar scenarios in connection with the Special Committee’s consideration of a potential Go Private Transaction.

Between July 11, 2022, and July 27, 2022, representatives of Morris Nichols, together with representatives of Morrison Foerster and members of Management, vetted the independence of potential financial advisors and had initial meetings with three such financial advisors to provide background to such financial advisors and confirm their knowledge of the Company and its industry.

On July 28, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols and Morrison Foerster. Representatives of Morris Nichols updated the Special Committee on activity to date in preparing for interviews by the Special Committee of three potential financial advisors and members of Management provided their view that any of the three potential financial advisors had the substantive capability to advise the Special Committee.

On July 29, 2022, the Special Committee met to interview representatives of each potential financial advisor. Representatives of Morris Nichols attended each such interview. Each potential financial advisor discussed its qualifications for a potential engagement, as well as its general and preliminary views as to a potential Go Private Transaction and alternatives thereto. Following the last of these interviews, the Special Committee tentatively determined, based on its views of the financial advisors’ written and oral presentations, including regarding their independence with respect to PSP and a potential Go Private Transaction, that its preferred financial advisor was Perella Weinberg. Noting that evaluating the Refinancing Process would be a part of evaluating alternatives to a potential Go Private Transaction, the Special Committee directed representatives of Morris Nichols to discuss further with Perella Weinberg their debt advisory capability and experience and report back to the Special Committee. Morris Nichols engaged in that discussion with Perella Weinberg later that day, following which Perella Weinberg provided to the Special Committee additional materials regarding its debt advisory experience.

On July 30, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols. At this meeting, the Special Committee determined to engage Perella Weinberg as financial advisor to the Special Committee in connection with a potential Go Private Transaction, and directed Morris Nichols, in consultation with Dr. Dicciani, to negotiate the terms of such engagement. An engagement letter formally documenting Perella Weinberg’s engagement as of August 8 was executed on September 28.

Following its engagement on August 8, 2022, as directed by the Special Committee, Perella Weinberg engaged in discussions with Management throughout August 2022, including at a meeting held on August 17, to diligence the Company’s business and outlook.

On August 12, 2022, following previous discussions with representatives of Financial Advisor B regarding a potential engagement with respect to a potential Series B Recapitalization involving private capital or debt-like instruments, Management engaged Financial Advisor B to serve as the Company’s financial advisor for the Refinancing Process.

On August 23, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg. At this meeting, Perella Weinberg reported on the status of its review of the Company’s business and outlook, as well as the anticipated timing of future Special Committee meetings.

On August 31, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols and Perella Weinberg. At this meeting, Perella Weinberg and Management reviewed with the Special Committee the August Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.” It was noted by Management that (i) revenues from SmartFresh’s application in apples were expected to steadily erode over time due to pricing pressures from generics in the market (though such erosion would to some extent be offset by new registrations in new crops and geographies) and (ii) meaningful new growth was not expected to occur until the Company’s launch of three major product lines in 2026 (the “Growth Product Lines”). Management also provided to the Special Committee an update on the Refinancing Process. Following discussion, the Special Committee directed Perella Weinberg to call Financial Advisor B to receive a more detailed update on that process (and such call occurred on September 1, 2022).

From time to time between August 31, 2022 and October 24, 2022, including at its meeting held on August 31 the Special Committee considered if, and if so when, to seek the input of Dow. As part of its consideration, the Special Committee took into account, among other things: (i) that, given Dow’s ownership percentage of the Company, any potential Transaction that did not have the support of Dow would be unlikely to close and (ii) its potential ability to leverage Dow’s views as to value in any negotiations with PSP.

On September 2, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg (the “September 2 Meeting”). Perella Weinberg discussed its call with Financial Advisor B, and potential implications of the Refinancing Process for the Special Committee’s consideration of potential change in control Transactions. Members of Management and a representative of Morrison Foerster then joined the meeting to discuss further the Refinancing Process. Members of Management also responded to questions from the Special Committee regarding the August Projections. After Management and the representatives of Morrison Foerster left the meeting, Perella Weinberg led a discussion of materials sent to the Special Committee in connection with this meeting that addressed, among other things, certain considerations with respect to the Company’s capital markets profile and the August Projections, and included illustrative and preliminary valuation

analyses. Participants observed that a key driver of value would be Management’s ability to successfully launch the Growth Product Lines, and that one could consider value associated with SmartFresh’s application in apples separately from value associated with potential revenue from the Growth Product Lines, which was weighted toward the outer years of the August Projections and more susceptible to execution risk. Perella Weinberg also discussed its preliminary assessment of strategic alternatives, including engagement with PSP, outreach to other potential financial and strategic counterparties, and maintaining the status quo while pursuing the Refinancing Process. The Special Committee determined to reconvene the following week to receive refined analyses and process recommendations from Perella Weinberg and directed Morris Nichols to discuss with Management and Morrison Foerster the possibility of deferring further work on the Refinancing Process until after the next meeting of the Special Committee.

On September 3, 2022, Management provided to Perella Weinberg the September Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.” As compared to the August Projections, the September Projections contained updated working capital assumptions, and updated non-recurring expenses and research and development spend to be more in line with actual figures and trends, but did not reflect any changes to the revenue forecasts. The changes to the previous version of the projections were immaterial overall.

On September 8, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg. Perella Weinberg reviewed with the Special Committee the September Projections, updated illustrative and preliminary valuation analyses, and analyses of the present value of future share prices at various assumed multiples of projected EBITDA. During this discussion, Perella Weinberg discussed with the Special Committee updates from the materials shared during the September 2 Meeting, including those to account fully for the Company’s capital structure constraints and risks related to achieving revenue growth from the Growth Product Lines. The participants discussed the pros and cons of postponing any consideration of a potential Transaction until the Breakage Costs decrease and the Company’s ability to meet the expectations set forth in the Company’s long-term plan, particularly with respect to the Growth Product Lines, becomes clearer, including potential accretion in the voting power of the Series B Preferred Stock during such postponement. Perella Weinberg also discussed with the Special Committee potential parties other than PSP that may be interested in a potential Transaction and, if the Special Committee determined to consider a potential Transaction, whether to reach out to such potential parties immediately or focus on such a potential Transaction with PSP and rely on a post-agreement “go-shop” process. Following discussion, the Special Committee determined it did not support a potential Go Private Transaction at a valuation of $2.55 to $2.65 per share of Company common stock, and directed Perella Weinberg to communicate that determination to Evercore Group L.L.C. (“Evercore”), the financial advisor to PSP. The Special Committee further directed its advisors to inform Management of such decision and that the Special Committee would not object to Management proceeding with its preparations for the Refinancing Process.

On September 9, 2022, a member of Management provided the Board with an update on the Refinancing Process, including that initial outreach to potential lenders had begun, that interested target private credit funds had been identified, that the Company was in the process of entering into non-disclosure agreements with interested parties, and that Management planned to complete the Refinancing Process by the end of October 2022. Management also informed the Board that it planned to explore with Dow ideas to address the limited liquidity of the shares of Company common stock in light of perceived market concerns over the high concentration of ownership of stock of the Company, which Management stated creates an overhang impacting stock float and valuation.

Also on September 9, 2022, Perella Weinberg had an introductory call with representatives of PSP. Following this call, on September 11, 2022, as directed by the Special Committee, Perella Weinberg had a call with representatives of Evercore and conveyed to Evercore that the Special Committee would not support a potential Go Private Transaction at $2.55 to $2.65 per share of Company common stock, but remained open to considering other proposals from PSP. During this call, Evercore inquired whether the Special Committee planned to reach out to other potential Transaction partners in connection with a potential Go Private Transaction.

Also on September 11, 2022, one of PSP’s designees to the Board wrote to the Board and members of Management noting the existence of the Indebtedness Consent Provision and stated that PSP was not supportive of what it described as the proposed partial refinancing contained in the September 9 Management update. PSP requested a meeting with Management and the Board to discuss the matters it had raised.

On September 12, 2022, and September 13, 2022, representatives of Morris Nichols discussed with representatives of Kirkland & Ellis the request from PSP to hold a Board meeting and the terms of the Standstill Provisions.

On September 13, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last meeting of the Special Committee. Following discussion, the Special Committee directed its advisors to reemphasize to each of Evercore and Kirkland & Ellis that, although the Special Committee would not support a potential Go Private Transaction at $2.55 to $2.65 per share of Company common stock, it would be receptive to considering any other proposals from PSP. The Special Committee also requested that Perella Weinberg convey to Evercore that, should the Special Committee determine to negotiate a potential Go Private Transaction with PSP, it would likely not reach out to other potential strategic partners prior to signing any definitive agreement in respect of such transaction, but would request a “go-shop” provision in any such agreement. Morris Nichols then discussed with the Special Committee certain process considerations, including with respect to the Indebtedness Consent Provision, the Standstill Provisions and whether to seek the input of Dow.

On September 13, 2022, Morris Nichols called Kirkland & Ellis, and on September 14, 2022, Perella Weinberg called Evercore, in each case to relay the messages directed by the Special Committee. During Perella Weinberg’s call with Evercore, Evercore expressed its view that pursuing the Refinancing Process while a potential acquiror is seeking financing for a potential Go Private Transaction could create confusion in the market.

On September 14, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last meeting of the Special Committee, including the views expressed by representatives of Evercore with respect to the Refinancing Process and Perella Weinberg’s thoughts on those views. The participants also discussed the potential agenda for the Board meeting requested by PSP. Following discussion, the Special Committee directed Perella Weinberg to share the September Projections with PSP and directed Morris Nichols to inform Kirkland & Ellis that, should PSP request at the upcoming Board meeting a delay in the Refinancing Process while the Special Committee considered a potential Go Private Transaction, the members of the Special Committee would likely be supportive of such request.

Later that day, Morris Nichols had a call with Kirkland & Ellis to relay the message directed by the Special Committee. During this call, Kirkland & Ellis relayed the views of PSP with respect to the Special Committee’s process and the Refinancing Process and requested, on behalf of PSP, that the Special Committee provide a specific valuation range for a potential Go Private Transaction that the Special Committee would support.

On September 15, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last meeting of the Special Committee, and financial and legal considerations relevant to a response to PSP’s request that the Special Committee provide a specific valuation range for a potential Go Private Transaction that it would support. Morris Nichols reviewed with the members of the Special Committee their fiduciary duties under Delaware law. Following discussion, the Special Committee: (i) determined not to provide PSP with a specific valuation range at which it would consider recommending a potential Go Private Transaction; (ii) reconfirmed that, should PSP request at the upcoming Board meeting a delay in the Refinancing Process while the Special Committee considered a potential Go Private Transaction, the members of the Special Committee would be supportive of such a request; (iii) directed Morris Nichols to work with Management and Morrison Foerster to prepare a confidentiality agreement with Dow so that, if desired, the Special Committee could seek the input of Dow with respect to a potential Go Private Transaction and other strategic matters; and (iv) directed Morris Nichols to arrange a call among Morris Nichols, Kirkland & Ellis, and Morrison Foerster to seek additional clarity regarding PSP’s positions on the Refinancing Process and other process matters in advance of the Board meeting.

On September 15, 2022, as directed by the Special Committee, Perella Weinberg sent the September Projections to Evercore.

On September 16, 2022, representatives of Morris Nichols, Morrison Foerster, Kirkland & Ellis, and PSP had a call to discuss PSP’s positions on the Refinancing Process and other process matters.

Later that day, and in furtherance of the instruction provided by the Special Committee at its meeting held on September 15, a representative of the Company, following consultation with Morris Nichols and Morrison

Foerster, contacted a representative of Dow noting that the Company would like to hold confidential discussions with Dow regarding the Refinancing Process, recapitalization activities, and other strategic matters, and requesting that Dow execute a non-disclosure agreement to facilitate such discussions.

Also on September 16, 2022, the Board held a meeting, attended by members of Management and representatives of Morris Nichols, Morrison Foerster, and Kirkland & Ellis. Management provided an update on the Refinancing Process. One of PSP’s designees to the Board stated PSP’s belief that the Company needed to find solutions for its capital structure and reminded the Board that PSP believed its proposal of a potential Go Private Transaction at $2.55 to $2.65 per share of Company common stock represented a holistic solution and believed timing in considering such solution was important. After the Recused Directors and Kirkland & Ellis left the meeting, the remaining participants discussed the current status of the Special Committee’s review process, and the interaction of that process and the Refinancing Process. Following discussion, there was consensus that Management would continue its preparatory work in connection with the Refinancing Process, but would delay launching a refinancing until Financial Advisor B and Perella Weinberg had further discussions regarding the interaction of the two processes.

Immediately following the Board meeting, the Special Committee held a meeting attended by representatives of Morris Nichols and Perella Weinberg. Morris Nichols summarized the substance of the discussion at the Board meeting and other developments since the last meeting of the Special Committee. Following discussion, the Special Committee directed Perella Weinberg to: (i) arrange a call with Dow to discuss the Special Committee’s process to date and Dow’s views regarding a potential Go Private Transaction and alternatives thereto; and (ii) coordinate with Management and Financial Advisor B regarding the interaction of the Special Committee’s process and the Refinancing Process. The Special Committee also directed Morris Nichols to speak with Kirkland & Ellis regarding PSP’s views on next steps.

Later that day, Morris Nichols spoke with Kirkland & Ellis, during which Kirkland & Ellis stated that PSP would likely be sending a letter shortly regarding its views on potential next steps. Following that call, PSP sent a letter to the Special Committee (the “September 16 Letter”) stating that PSP had reviewed the September Projections and, following further review in light of such September Projections, was prepared to put forth a refined proposal for a potential Go Private Transaction of $2.60 per share of Company common stock subject to confirmatory due diligence and discussions with financing sources. The September 16 Letter stated that $2.60 represented a significant premium of 67% to the closing price of the shares of Company common stock as of September 15, 2022, and a 51% premium to the 90-day volume-weighted average price per share of $1.72 as of September 30, 2022. PSP requested: (i) access to Management and (ii) permission to wall cross and execute non-disclosure agreements with a small group of financing providers in parallel to undertake due diligence and help PSP confirm value.

Also on September 16, 2022, in line with the directions of the Special Committee, Perella Weinberg met with Financial Advisor B to discuss the Refinancing Process.

On September 17, 2022, the Company and Dow executed a confidentiality agreement.

On September 19, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss the September 16 Letter (the “September 19 Meeting”). Following discussion, the Special Committee directed Morris Nichols to: (i) remind Kirkland & Ellis that the Special Committee previously determined it does not support a potential Go Private Transaction within a value range of $2.55 to $2.65 per share of Company common stock and that such position had not changed, but that the Special Committee encourages Evercore to engage in discussion with Perella Weinberg regarding valuation issues and would be willing to provide PSP access to Management to engage in due diligence regarding valuation issues, subject to execution of a non-disclosure agreement and (ii) convey to Kirkland & Ellis that the Special Committee is receptive to allowing PSP to speak with certain financing sources subject to understanding PSP’s anticipated financing needs and the number and identity of financing sources PSP would seek to contact. Later that day, Morris Nichols had a call with Kirkland & Ellis to relay the message directed by the Special Committee.

Also at the September 19 Meeting, Perella Weinberg reported that it was scheduled to speak with Dow shortly and discussed with the Special Committee information that Perella Weinberg intended to review with Dow. The participants discussed an upcoming and previously scheduled meeting between Management and Dow, intended as a regular business update, and not to discuss a potential Go Private Transaction. The Special

Committee determined that it may be helpful for Dow to hear directly from Management regarding Management’s business plans and the Refinancing Process, but that Management should be directed not to discuss a potential Go Private Transaction at the meeting.

On September 20, 2022, Perella Weinberg met with Dow and, as directed by the Special Committee, discussed certain background regarding the Special Committee’s process, the September Projections, and a summary of certain valuation analyses previously discussed with the Special Committee. During the meeting, Dow confirmed that it had not had discussions with PSP since PSP had raised the potential Go Private Transaction with the Board.

At various points from and after September 20, 2022, Morris Nichols had calls with a representative of Dow to discuss the process relating to a potential Go Private Transaction.

On September 20, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last meeting of the Special Committee. Morris Nichols reviewed with the Special Committee the terms of a draft non-disclosure agreement between the Company and PSP, following which the Special Committee directed Morris Nichols to negotiate such agreement with Kirkland & Ellis. The Special Committee further considered whether to provide PSP a specific value at which the Special Committee would consider recommending a potential Go Private Transaction and again determined not to do so, and directed Morris Nichols to again emphasize to Kirkland & Ellis that the Special Committee encourages Evercore to have a discussion with Perella Weinberg regarding the September Projections. Later that day, Morris Nichols relayed to Kirkland & Ellis the message directed by the Special Committee.

On September 21, 2022, members of Management met with Dow for a regularly scheduled business update. At the direction of the Special Committee, the attendees did not discuss any potential Go Private Transaction. Also on September 21, Perella Weinberg had a call with Evercore, during which Perella Weinberg reminded Evercore that the Special Committee previously determined it does not support a potential Go Private Transaction within a value range of $2.55 to $2.65.

The Company and PSP executed a confidentiality agreement dated September 23, 2022 (the “PSP NDA”). The PSP NDA, which expressly states that it does not constitute a prior written approval for purposes of the Standstill Provisions, contains limitations on public disclosure of information regarding the potential Go Private Transaction and requires that PSP obtain the written consent of the Special Committee prior to (i) sharing any information regarding the potential Go Private Transaction or with any provider of equity or debt financing, or any potential equity co-investors or (ii) initiating or maintaining contact with any officer, director, shareholder or creditor of the Company regarding a potential Go Private Transaction. The PSP NDA also prohibits PSP from entering into any exclusivity, lock-up or similar agreement or arrangement with any source of financing. Later that day, Kirkland & Ellis sent to Morris Nichols a list of ten potential debt financing sources that PSP was requesting permission to contact (the “PSP Financing Sources Request”).

Also on September 23, 2022, Perella Weinberg, Morrison Foerster, Financial Advisor B and Management met to discuss the interaction of the Refinancing Process and the PSP Financing Sources Request.

On September 25, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg. The participants discussed developments since the last meeting of the Special Committee, including the PSP Financing Source Request and the interaction of such request and the Refinancing Process. Members of Management and representatives of Morrison Foerster then joined the meeting. Management reported on its meeting with Dow held on September 21. The participants discussed further the interaction of the PSP Financing Sources Request and the Refinancing Process, following which Management and Morrison Foerster left the meeting. Following discussion, the Special Committee determined that, in an effort to facilitate a higher and more certain potential offer from PSP while mitigating potential effects on the Refinancing Process, it would consent to PSP speaking with an initial group of five potential debt financing sources and directed its advisors to work with the advisors to PSP to identify such sources.

On September 27, 2022, Perella Weinberg, Evercore, Financial Advisor B, members of Management, and a consulting firm that had been engaged by PSP, had a call to discuss the Refinancing Process.

On September 28, 2022, PSP and Evercore had a call with Management to discuss, among other things, the September Projections.

On September 30, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Perella Weinberg, and Morrison Foerster. Management provided an update regarding expected third quarter financials, including with respect to the effect of changes in foreign currency exchange rates on reported results, as well as on the diligence requests received from PSP to date. The participants discussed the PSP Financing Source Request, which had been limited to five potential financing sources, a request of PSP that Management participate in PSP’s presentation to potential debt financing sources, and a form of written consent to the PSP Financing Source Request. After Management and Morrison Foerster left the meeting, the Special Committee directed Morris Nichols to provide the consent to the PSP Financing Sources Request, which Morris Nichols did later that evening, but determined not to permit Management to participate in PSP’s presentation to potential debt financing sources. From time to time thereafter, the Special Committee provided consent to PSP to reach out to a limited number of additional potential financing sources, including, from and after October 27, 2022, potential equity financing sources. Each such consent to a request to contact financing sources, including the PSP Financing Sources Request, expressly stated that it did not constitute a prior written approval for purposes of the Standstill Provisions.

On October 10, 2022, PSP sent a letter to the Special Committee (the “October 10 Letter”), stating that PSP was prepared to put forth a refined proposal for a potential Go Private Transaction of $2.85 per share of Company common stock subject to completion of outstanding confirmatory due diligence and ongoing discussions with financing sources. The October 10 Letter stated that $2.85 represents a 10% increase from the proposal in the September 16 Letter, and a 79% premium to the closing price of the shares of Company common stock as of October 10, 2022. PSP requested in the October 10 Letter: (i) continued access to Management; (ii) a limited waiver under the Standstill Provisions to allow PSP to publicly disclose the offer contained in the October 10 Letter; and (iii) permission to expand the group of financing providers under the PSP NDA.

On October 12, Management provided to Perella Weinberg the October Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.” As compared to the September Projections, the October Projections were updated to reflect changes in currency exchange rates and August 2022 results. Primarily as a result of changes in currency exchange rates, the near-term financial projections were revised slightly downward when compared to previous versions of the projections.

Also on October 12, 2022, Morris Nichols and Perella Weinberg reached out to Kirkland & Ellis and Evercore, respectively, to confirm receipt of the October 10 Letter. During these calls, Evercore conveyed to Perella Weinberg that, should a negotiated agreement not be reached in respect of a potential Go Private Transaction, PSP would consider options available to it if the Standstill Provisions were no longer applicable pursuant to their terms.

On October 13, 2022, and consistent with the Special Committee’s directions with respect to Dow, Perella Weinberg had a call with Dow. Perella Weinberg updated Dow on recent developments in the Special Committee’s process and encouraged Dow to provide feedback to the Special Committee as to whether Dow would be supportive of a potential Go Private Transaction and, if so, at what value.

On October 17, 2022, Perella Weinberg had another call with Dow. On this call, Dow conveyed its thinking on how to approach valuation of the Company, and that Dow would be generally supportive of a potential Go Private Transaction at $4.00 per share of Company common stock, subject to evaluation of all the other terms and conditions for a transaction if a definitive agreement was reached, but did not foreclose its potential support of a potential Go Private Transaction below such value.

On October 18, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Perella Weinberg, and Morrison Foerster. Management led a review of the October Projections and provided its views on the October 10 Letter, following which Management and representatives of Morrison Foerster left the meeting. Perella Weinberg reviewed with the Special Committee materials circulated to the Special Committee prior to the meeting, including updated preliminary and illustrative valuation analyses. The Special Committee and Perella Weinberg discussed the viability of any potential alternative methods of addressing the Company’s capital structure through alternative forms of transactions with Dow or PSP, and methods for eliciting a higher offer from PSP, including through the use of feedback provided by Dow. Following discussion, the Special Committee directed Perella Weinberg to inform PSP that:

(i) representatives of Dow indicated Dow would be generally supportive of a potential Go Private Transaction at $4.00 per share and (ii) the Special Committee would not be supportive of a potential Go Private Transaction unless it had a sufficient likelihood of closing, which the Special Committee did not believe would be the case without the support of Dow.

On October 19, 2022, Perella Weinberg conveyed to Evercore the message directed by the Special Committee. During this call, and in a call between Morris Nichols and Kirkland & Ellis, the advisors to PSP: (i) inquired about facilitating a discussion between Dow and PSP and (ii) relayed that PSP had received an unsolicited indicative “sources and uses” chart from Party A for a potential Transaction containing a reference to a $4.00 per share price before taking into account the terms of the Series B Preferred Stock, but also containing an “Effective Price Per Share to Common” taking into account the terms of the Series B Preferred Stock of $2.34. In July 2021, Party A had submitted to the Company an indication of interest for a transaction that would value the Company on a debt-free basis between $535 million and $560 million and contemplated that PSP would rollover between $30 million and $50 million of the Series B Preferred Stock. At that time, members of Management, in consultation with other members of the Board, reviewed the indication of interest, but ultimately determined that, the strategic rationale and proposed economic terms of the transaction did not provide a basis to move forward with discussions at that time, and informed Party A that the Company would not pursue discussions. Later on October 19, 2022, Evercore sent a copy of the “sources and uses” chart to Perella Weinberg.

On October 20, 2022, Perella Weinberg spoke with Party A, who stated that Party A had been developing a potential transaction structure at an indicative valuation of $2.35 per share of Company common stock that contemplated PSP rolling its Series B Preferred Stock into the surviving entity (the “Party A Structure”).

Between October 19, 2022 and October 21, 2022, Morris Nichols, with the authorization of Dr. Dicciani, arranged for a two-part call with Dow, the first portion of which would be attended by representatives of Dow, outside counsel to Dow, Morris Nichols, and Perella Weinberg, and the second portion of which would also be attended by representatives of PSP and Kirkland & Ellis. Prior to this call, representatives of Morris Nichols informed a representative of Kirkland & Ellis that the call would be arranged on the understanding that the Special Committee had not waived, and did not then intend to waive, the Standstill Provisions. Also prior to this call, it was agreed by all participants that Dow would not engage in discussions or negotiations directly with PSP.

On October 21, 2022, the agreed-upon call with Dow was held. During the first portion of the call, representatives of Perella Weinberg conveyed their views of the current state of negotiations with PSP. During the second portion of the call, PSP conveyed, among other things, that: (i) PSP’s strong preference is to engage in a negotiated transaction at $2.85 per share of Company common stock by October 24; (ii) if a negotiated agreement in respect of a potential Go Private Transaction is not reached by October 24, PSP would consider potentially alternative paths, including the possibility of making an offer directly to Company stockholders below $2.85 per share of Company common stock; and (iii) if such an offer were made and was unsuccessful, that PSP would continue to assert its contractual rights as an investor, including under the Indebtedness Consent Provision. Dow did not engage in discussions or negotiations with PSP.

Later that day, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss, among other things, developments since the last Special Committee meeting, financial and legal considerations relevant to a response to PSP, the merits of the Party A Structure and the prior correspondence with Party A in 2021, and the ability of third parties to submit an offer in the event the contours of a consensual transaction were publicly announced prior to execution of definitive agreements. The Special Committee determined to reconvene the following day to discuss next steps.

During the period between October 21, 2022 and October 24, 2022, at the direction of the Special Committee, Morris Nichols considered strategies for responding to a potential offer by PSP directly to common stockholders.

On October 22, 2022, representatives of Morris Nichols had a call with a representative of Dow during which the representative of Dow stated that it was not in a position to support a potential Go Private Transaction for $2.85 per share of Company common stock, but was still evaluating how to respond to the October 21 call. The representative from Dow raised the possibility that a more active dialogue directly between Dow and PSP might facilitate receiving a higher potential purchase price from PSP, but stated that Dow would defer to the

Special Committee on whether such a discussion should occur. Dow also conveyed that it is not interested in joining with PSP as part of a “buyer group” or, in connection with a potential Go Private Transaction, in seeking a higher price per share of Company common stock than the other Unaffiliated Stockholders might receive.

Later on October 22, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss, among other things, developments since the last Special Committee meeting. Perella Weinberg conveyed to the Special Committee: (i) its perspectives on valuation, including the value potentially attributable to SmartFresh’s application in apples and to the Growth Product Lines; (ii) views of the pros and cons of pursuing a potential Go Private Transaction at certain valuation ranges versus maintaining the status quo, and what value ranges may be supportable; and (iii) its belief that PSP was unlikely to agree to a price materially higher than $3.00 per share of Company common stock. The Special Committee discussed with its advisors potential next steps in the event a negotiated agreement with PSP in respect of a potential Go Private Transaction were not reached. Following discussion, the Special Committee determined that it would be supportive of a potential Go Private Transaction at $3.08 per share of Company common stock, provided that the consummation of such transaction is not subject to any financing condition. The Special Committee’s determination took into account, among other things: (i) the anticipated steady erosion over time in revenues from SmartFresh’s application in apples; (ii) the risks associated with the Growth Product Lines, including that the Growth Product Lines are not expected to contribute meaningfully to revenue until they are launched, which is expected to occur in 2026; (iii) PSP’s economic and governance rights; (iv) the Company’s prior unsuccessful efforts to pursue strategic transactions; (v) the valuation indicated by the Party A Structure; and (vi) recent and historical market prices and trading volume of the shares of Company common stock. The Special Committee then discussed, in light of its determination on value, how best to communicate with each of Dow and PSP in order to facilitate such a potential Go Private Transaction while seeking to negotiate as high a price as reasonably attainable from PSP, including whether to permit more active dialogue directly between Dow and PSP. Following discussion, the Special Committee determined not to permit more active dialogue directly between Dow and PSP, but instead directed its advisors to inform Dow of the Special Committee’s determination as to the per share price at which the Special Committee would support a potential Go Private Transaction, and to request feedback from Dow, following which the Special Committee would determine how to communicate further with PSP. Following this meeting, Perella Weinberg conveyed to Dow the message directed by the Special Committee. Dow subsequently conveyed to representatives of Perella Weinberg that Dow would be generally willing to support a potential Go Private Transaction at $3.25 per share of Company common stock, subject to evaluation of all the other terms and conditions for a transaction if a definitive agreement was reached, but did not foreclose its support of a potential Go Private Transaction below such value.

On October 23, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last Special Committee meeting. Following discussion, the Special Committee directed Perella Weinberg to inform PSP that Dow indicated it would be generally supportive of a potential Go Private Transaction at $3.25 per share of Company common stock, and to reiterate that the Special Committee would not be supportive of a potential Go Private Transaction unless it had a sufficient likelihood of closing, which the Special Committee did not believe would be the case without the support of Dow. After the meeting, Perella Weinberg conveyed these points to Evercore, and Evercore conveyed that PSP was unwilling to put forth a proposal for a potential Go Private Transaction at $3.25 per share of Company common stock. In a subsequent call later that day between Dow and Perella Weinberg, Dow indicated that it may be generally supportive of a potential Go Private Transaction at $3.08 per share of Company common stock subject to evaluation of all the other terms and conditions for a transaction if a definitive agreement was reached.

Later on October 23, 2022, the Special Committee reconvened, with representatives of Morris Nichols and Perella Weinberg participating, to discuss these developments. The Special Committee directed Perella Weinberg to confirm Dow’s general support of a potential Go Private Transaction at $3.08 per share of Company common stock and, following such confirmation, inform Evercore that the Special Committee would be supportive of a potential Go Private Transaction at $3.08 per share of Company common stock, provided that the consummation of such transaction is not subject to any financing condition, and also to inform Evercore that Dow had indicated its general support at such value. After the meeting, Perella Weinberg confirmed Dow’s general support of a

potential Go Private Transaction at $3.08 per share of Company common stock, and conveyed to Evercore the message directed by the Special Committee. Evercore later informed Perella Weinberg that PSP was willing to put forth a “best and final” proposal for a potential Go Private Transaction at $2.95 per share of Company common stock.

On October 24, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last Special Committee meeting. The participants discussed the $2.95 per share of Company common stock price in the context of, among other things: (i) PSP’s prior indications; (ii) historic and projected Company performance and historic trading price; and (iii) multiples to EBITDA represented by such price. The participants also discussed efforts to prepare for an outcome where no negotiated transaction in respect of a potential Go Private Transaction was reached with PSP. Following discussion, the Special Committee directed Perella Weinberg to ascertain Dow’s support for a potential Go Private Transaction at $3.00 per share of Company common stock and, assuming Dow would generally support such a value, inform Evercore that the Special Committee would agree to pursue a potential Go Private Transaction at $3.00 per share of Company common stock, provided that the consummation of such transaction is not subject to any financing condition, and to inform Evercore that Dow had indicated its general support at such value. In making its determination with respect to the $3.00 per share of Company common stock price, the Special Committee considered, among other things: (i) the anticipated steady erosion over time in revenues from SmartFresh’s application in apples; (ii) the risks associated with the Growth Product Lines, including that the Growth Product Lines are not expected to contribute meaningfully to revenue until they are launched, which is expected to occur in 2026; (iii) PSP’s economic and governance rights; (iv) the potential alternatives if a negotiated agreement is not reached with PSP; (v) the unrestricted ability of the Special Committee to contact potential financial and strategic buyers prior to the signing of a definitive agreement; and (vi) recent and historical market prices and trading volume of the shares of Company common stock. Later that day, as directed by the Special Committee, Perella Weinberg spoke with representatives of Dow, and Dow indicated its general support of a potential Go Private Transaction at $3.00 per share of Company common stock, subject to evaluation of all the other terms and conditions for a transaction if a definitive agreement was reached. Perella Weinberg then informed Evercore that the Special Committee would agree to pursue a potential Go Private Transaction at $3.00 per share of Company common stock, provided that the consummation of such transaction is not subject to any financing condition, and informed Evercore that Dow had indicted its general support at such value. Evercore subsequently informed Perella Weinberg that PSP agreed to pursue a potential Go Private Transaction at $3.00 per share of Company common stock and that such transaction would not be subject to any financing condition. Later that day, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last Special Committee meeting. Following discussion, the Special Committee confirmed its agreement to pursue the potential Go Private Transaction at $3.00 per share of Company common stock.

Following the meetings of the Special Committee on October 24, Kirkland & Ellis sent to Morris Nichols a form of exclusivity agreement that, if executed, would prohibit the Company from soliciting or negotiating any alternative transactions for a period of thirty days, as well as draft public filings that stated entry into the proposed transaction is subject to, among other things, availability of financing.

Between October 24, 2022, and October 26, 2022, representatives of Morris Nichols and Perella Weinberg spoke with representatives of Kirkland & Ellis and Evercore, respectively, to discuss the request for exclusivity and the reference in the draft public filings to availability of financing. Following such discussions, PSP abandoned its request for exclusivity and agreed that public filings to be made in connection with the potential Go Private Transaction would state that the transaction is not conditioned upon PSP’s ability to obtain financing or obtain any waiver or amendment under any agreement of the Company related to indebtedness. Also during this period, Morris Nichols, Morrison Foerster, Kirkland & Ellis, and Management drafted (i) a limited waiver under the Standstill Provisions to permit PSP to, among other things, publicly announce the potential Go Private Transaction, engage with and enter into arrangements with financing sources, and negotiate definitive documentation in respect of the potential Go Private Transaction (the “Waiver”) and (ii) disclosure documents in connection with the potential Go Private Transaction (“Public Disclosures”).

On October 26, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last Special Committee meeting, the terms of the Waiver and the Public Disclosures. During this discussion, it was observed that the Public Disclosures would disclose

both the $3.00 cash per share of Company common stock price, and that Perella Weinberg is acting as financial advisor to the Special Committee, so that any parties potentially interested in pursuing a potential Transaction with the Company would know the proposed purchase price in the potential Go Private Transaction and who to contact if they have interest in pursuing a higher value transaction. Also during this meeting, the participants noted that, given the breadth of the Public Disclosures, the lack of any restriction in contacting potential Transaction partners prior to execution of definitive agreements, and the fact that it would take several weeks to negotiate definitive agreements, the viability of any potential alternative transaction could be ascertained while definitive agreements were being negotiated, and therefore the pre-signing period could function as a pre-signing “go-shop” period. Perella Weinberg reviewed a list of potential strategic and financial sponsor transaction partners to contact, which Perella Weinberg compiled with input from Management, Morris Nichols, and Morrison Foerster. Following discussion, the Special Committee approved the Waiver and directed Perella Weinberg, following the filing of the Public Disclosures, to reach out to the potential alternative transaction partners discussed at the meeting. The Special Committee also determined that, given the current state of discussions, it would now be appropriate for Management to participate in PSP’s presentations to potential debt financing sources.

On October 27, 2022, the Company filed a current report on Form 8-K announcing that the Special Committee and PSP agreed to pursue a transaction pursuant to which PSP would acquire all of the outstanding shares of Company common stock for $3.00 per share in cash and which would (i) not be conditioned upon PSP’s ability to obtain financing or obtain any waiver or amendment under any agreement of the Company related to indebtedness, and (ii) be conditioned upon approval by a fully empowered special committee of independent, non-management directors and upon the approval of the holders of a majority of the shares of Company common stock owned by disinterested stockholders in accordance with the framework established under Kahn v. M&F Worldwide Corporation and its progeny, and such conditions will be non-waivable. In addition, PSP filed an amended Schedule 13D reflecting such agreement.

During the period between October 27, 2022, and November 4, 2022, as directed by the Special Committee, representatives of Perella Weinberg contacted potential alternative transaction partners discussed with the Special Committee, comprising 19 strategic potential transaction partners and 26 potential financial sponsors. This outreach included communication with, among others, representatives of Party B, with whom, from April 2021 to March 2022, Management had engaged in intermittent discussions, including in person management presentations and deliberations of a term sheet, relating to a potential acquisition of a subsidiary of Party B by the Company or merger of the subsidiary of Party B and the Company that would have resulted in Party B beneficially owning approximately 24.1% (on a fully-diluted, as converted basis) of the go-forward company. None of such potential alternative transaction partners, including Parties A and B, executed non-disclosure agreements or is party to any agreement with the Company that would prohibit such potential transaction partners from making approaches to the Special Committee regarding a potential Go Private Transaction.

During the period between October 27, 2022, and November 23, 2022, representatives of Morris Nichols, Morrison Foerster, Kirkland & Ellis, PSP, and Management had various calls regarding confirmatory due diligence, and drafting of the Merger Agreement, the Voting and Support Agreement, and Equity Commitment Letter.

On October 27, 2022, representatives of Perella Weinberg had a discussion with Party A regarding Party A’s ongoing interest in the Company.

On October 31, 2022, representatives of PSP, Evercore, Perella Weinberg, and an accounting firm that had been engaged by PSP, and members of Management met for an in-person due diligence session.

On November 3, 2022, the Board held a meeting, attended by members of Management, and representatives of Morrison Foerster. At the meeting, Management reviewed with the directors the Final Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company”, which reflected an update to the prior projections in order to incorporate the Company’s third quarter 2022 results. The changes reflected in the Final Projections were immaterial when compared to prior projections.

Also on November 3, 2022, Perella Weinberg had a discussion with Party A on the steps Party A was taking to prepare a potential proposal for consideration.

On November 4, 2022, Party A sent to Perella Weinberg an email (the “Party A Email”) stating that Party A had communicated with certain potential parties with whom it was considering making a joint proposal (with Party A, the “Party A Investors”) and that all Party A Investors are supportive of placing an offer to the Special Committee for $4.65 per share that, after taking into account the terms of the Series B Preferred Stock, would result in $3.08 per share of Company common stock. The Party A Email appeared to contemplate a simultaneous acquisition of Party C and a rollover of the Series B Preferred Stock, and stated that the Party A Investors would not be able to move as swiftly as PSP, including because of the need to complete due diligence. The Company had previously held discussions with Party C in 2017 and 2018 to explore the potential acquisition of Party C by the Company. Party C is not party to any agreement with the Company that would prohibit Party C from making approaches to the Special Committee regarding a potential Go Private Transaction.

Later on November 4, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg, to discuss developments since the last Special Committee meeting. Perella Weinberg provided an update on its outreach to potential alternative transaction partners, noting that: (i) of the 45 parties contacted, 40 parties declined to engage in any discussions and of the 5 parties that engaged in initial discussions, only Party A remained interested after the initial discussions and (ii) Party B was among those stating they would not pursue the opportunity. Perella Weinberg also reported on their interactions with Party A and on the Party A Email. The participants discussed issues raised by the Party A Email, including regarding the Company’s prior unsuccessful and protracted discussions with Party C around a strategic transaction and heightened regulatory concerns relating to a combination of the Company and Party C. The Special Committee directed its advisors further to analyze the Party A Email, including by soliciting the input of Management and Morrison Foerster on the feasibility of the proposed structure. Also during this meeting, Perella Weinberg reviewed with the Special Committee the Final Projections and a request by PSP for consent to speak with the administrative agent under the Credit Agreement. Following discussion, the Special Committee approved providing this consent. The participants next discussed the progress on a draft of the Merger Agreement and terms thereof, including those regarding the Company’s ability to respond to inbound indications of interest following signing, the termination fee payable by the Company if it were to terminate the agreement to accept a superior proposal, and the provisions regarding financing.

On November 6, 2022, Perella Weinberg had a discussion with Party A regarding the Party A Email, including to clarify whether the potential Transaction would be conditioned upon one or both of PSP rolling its equity into the surviving company or a simultaneous transaction with Party C. Party A suggested that the potential Transaction was not conditioned upon PSP rolling its equity into the surviving company (such that the potential Transaction would include financing sufficient to redeem the Series B Preferred Stock) and stated it would discuss with the other Party A Investors whether they would be willing to pursue a potential Transaction with the Company not conditioned on the simultaneous acquisition of Party C.

Also on November 6, 2022, a representative of PSP contacted a member of Management to note that the Credit Agreement contained an ambiguous “change in control” provision and requested that representatives of Kirkland & Ellis and Morrison Foerster arrange a meeting with counsel to the administrative agent under the Credit Agreement to discuss an amendment to the Credit Agreement in order to clarify such provision (the “Credit Agreement Amendment”).

On November 7, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Perella Weinberg, and Morrison Foerster to discuss developments since the last Special Committee meeting. Management and Morrison Foerster offered their perspectives on Party A, Party C and the Party A Email, including regulatory considerations that may be raised in a combination of the Company and Party C, following which Management and Morrison Foerster left the meeting. Morris Nichols reviewed with the Special Committee members their fiduciary duties under Delaware law, and the participants continued discussion of the Party A Email. Following discussion, the Special Committee directed Perella Weinberg to continue dialogue with Party A to determine if Party A would be willing to submit a proposal that is not conditioned either on financing (including in the form of a rollover by PSP of the Series B Preferred Stock) or on the simultaneous acquisition of Party C. The Special Committee further determined that it should continue pursuing the potential Go Private Transaction while also pursuing a potential Transaction with the Party A Investors. Also at this meeting, the participants discussed various provisions of the draft Merger Agreement.

On November 8, 2022, in consultation with Morris Nichols, Morrison Foerster sent a draft Merger Agreement to Kirkland & Ellis that incorporated feedback from the Special Committee on the provisions

discussed at its November 4 and November 7 meetings. The draft Merger Agreement contemplated: (i) an equity commitment letter (the “Equity Commitment Letter”) that the Company would be a third party beneficiary of and that would provide sufficient funding to close the potential Go Private Transaction, along with the Company being able to seek specific performance of the obligation to close the potential Go Private Transaction regardless of whether PSP obtained debt financing (the “Full Equity Backstop Construct”) and (ii) a Company termination fee of 1.5% of the unaffiliated stockholder equity value of the Company payable if, among other things, the Company were to terminate the Merger Agreement to accept a superior proposal.

Also on November 8, 2022, a representative of Party A called a representative of Perella Weinberg and stated that it expected to send an updated letter the next morning that would not be conditioned on either PSP rolling its equity into the surviving company or the simultaneous acquisition of Party C.

On November 9, 2022, a representative of Kirkland & Ellis sent an email to Morris Nichols requesting on behalf of PSP permission to speak with Party A as a potential co-investor. The email stated that Party A had proactively reached out to PSP without prompting regarding Party A’s interest in participating in the potential Go Private Transaction. That same day, Perella Weinberg had a discussion with Party A on the steps Party A was taking to improve the competitiveness of its potential proposal and Morris Nichols had a discussion with outside counsel to Party A to discuss certain legal considerations regarding the Party A Email.

On November 10, 2022, Party A spoke with Perella Weinberg to further discuss Party A’s ongoing interest in the Company and review the discussions it was having with the Party A Investors.

Also on November 10, 2022, representatives of Morrison Foerster and Kirkland & Ellis held a meeting with White & Case LLP, counsel to the administrative agent under the Credit Agreement, to align on the potential Credit Agreement Amendment, the form of which was finalized and agreed upon on November 14, 2022.

On November 14, 2022, Kirkland & Ellis sent a revised draft Merger Agreement to Morrison Foerster and Morris Nichols that, among other things: (i) would allow PSP not to close the potential Go Private Transaction if it did not obtain sufficient debt financing (including financing sufficient to cash out the Series B Preferred Stock), subject only to payment of a reverse termination fee (proposed to be 5.5% of the equity value of the Company) (the “Reverse Termination Fee Construct”); (ii) provided for a Company termination fee of 3.75% of the equity value of the Company; and (iii) provided for expense reimbursement if Company stockholder approval is not obtained.

On November 17, 2022, Party A spoke with Perella Weinberg to discuss the steps Party A was taking to improve its potential proposal and the potential timing of a revised communication to the Special Committee.

On November 18, 2022, a Party A Investor sent a letter to Perella Weinberg that: (i) stated that the Party A Investors hope to begin preliminary discussions with the Special Committee on an acquisition of all outstanding shares of the Company “in the $3.15 per share range”; (ii) stated that, assuming such preliminary discussions are successful, the Party A Investors would then present a letter of intent to facilitate further discussion and permit them to finalize diligence, engage in initial discussions with the Company’s institutional investors, and negotiate a merger agreement; (iii) contemplated leaving the Series B Preferred Stock in place until a subsequent acquisition of Party C was completed; and (iv) stated the potential Transaction would not be conditioned on a simultaneous acquisition of Party C.

On November 18, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Perella Weinberg, and Morrison Foerster to discuss developments since the last Special Committee meeting. Following discussion of the draft Merger Agreement sent by Kirkland & Ellis, the Special Committee directed its advisors to convey to PSP’s advisors that there would need to be agreement on the Full Equity Backstop Construct rather than the Reverse Termination Fee Construct before the Special Committee would engage in further negotiation on the Merger Agreement. Perella Weinberg reported on its communications with a representative of Party A and the participants discussed Party A’s November 18 letter. Following discussion, the Special Committee determined not to grant PSP’s request to speak to Party A and directed Perella Weinberg to encourage Party A to submit a letter that is not conditioned on financing (including in the form of a rollover of the Series B Preferred Stock), and is more concrete on the price at which the Party A Investors would seek to acquire the outstanding shares of Company common stock and on any other terms of their potential proposal.

Later that day, Morris Nichols and Morrison Foerster conveyed to Kirkland & Ellis, and Perella Weinberg conveyed to Evercore, the message discussed at the Special Committee meeting. Kirkland & Ellis subsequently informed Morris Nichols that PSP would agree to the Full Equity Backstop Construct, provided that, in the event specific performance is not awarded, PSP’s aggregate liability for damages would be limited to 10% of the Company’s equity value (the “Damages Cap”). Kirkland & Ellis also conveyed PSP’s desire to execute definitive documents before November 24, 2022.

Also later that day, Perella Weinberg spoke with Party A and encouraged Party A to submit a letter that is not conditioned on financing (including in the form of a rollover of the Series B Preferred Stock), and is more concrete on the price at which the Party A Investors would seek to acquire the outstanding shares of Company common stock and on any other terms of their potential proposal, and to submit such letter as soon as possible.

On November 19, 2022, Kirkland & Ellis sent to Morris Nichols and Morrison Foerster a draft of the Equity Commitment Letter, reflecting the Full Equity Backstop Construct.

On November 20, 2022, the Special Committee held a meeting, attended by members of Management and representatives of Morris Nichols, Perella Weinberg, and Morrison Foerster, to discuss developments since the last Special Committee meeting, including the request of PSP for the Damages Cap and communications with Party A. During this discussion, representatives of Morris Nichols advised the Special Committee members regarding their fiduciary duties under Delaware law and responded to questions from the Special Committee. After Management and Morrison Foerster left the meeting, discussion continued regarding the draft Merger Agreement and certain terms thereof, including the treatment of Company equity awards. Following discussion, the Special Committee directed Morris Nichols to convey to Kirkland & Ellis that: (i) the Damages Cap was acceptable, provided that PSP agreed that any damages it pays could be used in the Special Committee’s discretion, including for a dividend to the Unaffiliated Stockholders or for a redemption of the Series B Preferred Stock, and that in the event of a willful and material breach by PSP, PSP would waive any purported consent right over a refinancing of the Company’s indebtedness; (ii) equity awards should be treated in accordance with the existing terms thereof; (iii) PSP’s request for expense reimbursement if Company stockholder approval is not obtained was not acceptable; and (iv) the Special Committee was willing to agree to a Company termination fee of 3.5% of equity value (the “Special Committee Position”). Later that day, Morris Nichols and Morrison Foerster conveyed the Special Committee Position to Kirkland & Ellis and sent a revised draft of the Merger Agreement, along with a draft Voting and Support Agreement, each of which reflected the Special Committee Position. Evercore and Perella Weinberg also spoke to discuss certain timing issues, and Perella Weinberg reached out to Party A requesting an update by 10:00 am the next morning.

On November 21, 2022, Perella Weinberg, PSP, and Mr. Lewis had a call to discuss the interim operating covenants in the Merger Agreement. That morning, Party A informed Perella Weinberg that the Party A Investors would not be submitting a proposal to the Special Committee. None of the other parties that indicated that they would review the opportunity engaged with Perella Weinberg beyond initial discussions. Later that morning, Kirkland & Ellis informed Morris Nichols that PSP would agree to the Special Committee Position and accept the substantive positions of the Special Committee as reflected in the drafts of the Merger Agreement and the Voting and Support Agreement sent the day before if definitive documentation could be agreed to, approved and executed that day. Throughout the day, Morrison Foerster, Morris Nichols, and Kirkland & Ellis worked to finalize the Merger Agreement, the Voting and Support Agreement, and the Equity Commitment Letter.

Later that night, the Board (other than the Recused Directors) held a meeting attended by Management and representatives of Morrison Foerster, Morris Nichols, and Perella Weinberg. Morris Nichols reviewed the fiduciary duties of directors under Delaware law and discussed the history of the Special Committee process, and Morrison Foerster reviewed and discussed the terms of the Merger Agreement, the Equity Commitment Letter and the Voting and Support Agreement. The Board then recessed its meeting.

During the recess, the Special Committee held a meeting attended by representatives of Morris Nichols and Perella Weinberg. The participants discussed further the developments since the last meeting of the Special Committee and Perella Weinberg discussed certain materials provided to the Special Committee prior to the meeting. Following discussion, Perella Weinberg orally delivered its opinion that, subject to various assumptions and limitations discussed with the Special Committee at the meeting, the Merger Consideration to be received by the Unaffiliated Stockholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the Unaffiliated Stockholders. The Special Committee then unanimously adopted resolutions:

(i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Unaffiliated Stockholders and substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act); (ii) determining that it is in the best interests of the Unaffiliated Stockholders and declaring it advisable to enter into the Merger Agreement; and (iii) recommending that the Board approve and authorize the Merger Agreement, the Equity Commitment Letter, the Voting and Support Agreement, and the Merger and recommend that the stockholders of the Company vote to adopt and approve the Merger Agreement.

The Board meeting then was reconvened. Morris Nichols informed the Board of the resolutions that the Special Committee had adopted and Perella Weinberg informed the Board of the opinion it had delivered and summarized a portion of the analyses discussed with the Special Committee. The Board (other than the Recused Directors) unanimously adopted resolutions approving and authorizing the Merger Agreement, the Equity Commitment Letter, the Voting and Support Agreement, and the Merger, and recommending that the stockholders of the Company vote to adopt and approve the Merger Agreement. Following the meeting, the relevant parties executed the Merger Agreement, the Equity Commitment Letter and the Voting and Support Agreement.

On November 22, 2022, the Company issued a press release confirming that it had entered into the Merger Agreement. On November 23, the Company filed a current report on Form 8-K announcing the execution of the Merger Agreement and PSP amended its Schedule 13D to reflect the execution of the Merger Agreement.

On November 27, 2022, PSP requested that the Special Committee consent to it reaching out to additional potential financing sources, including co-investors, in advance of closing. On November 29, 2022, Morris Nichols spoke with Kirkland & Ellis regarding this request. Kirkland & Ellis stated that Party A was among the potential co-investors PSP would like to speak with and further stated that, although Party A had reached out to PSP, PSP had not engaged in substantive discussions with Party A. On November 30, 2022, the Special Committee held a meeting, attended by representatives of Morris Nichols and Perella Weinberg to discuss the PSP request. Following discussion, the Special Committee granted such request.

The Board (which, for purposes of this section of this proxy statement entitled “Reasons for the Merger; Recommendation of the Special Committee” and the section of this proxy statement entitled “Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders” means the Board, without the participation of the Recused Directors, who recused themselves due to their affiliation with, or designation to the Board by, PSP) formed the Special Committee, consisting of three of the Company’s non-management independent directors who are independent of, and not affiliated with, PSP and its affiliates, to, among other things, review, negotiate and evaluate any potential or actual proposal from PSP and any other alternative proposals or other strategic alternatives that may be available to the Company, including the Merger.

After careful consideration, the Special Committee, acting in reliance in part upon the advice of independent financial and legal advisors, unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (i) advisable, fair to, and in the best interests of the Unaffiliated Stockholders and (ii) substantively and procedurally fair to the Company’s unaffiliated security holders (as defined under Rule 13e-3 of the Exchange Act); (2) determined that it is in the best interests of the Unaffiliated Stockholders and declared it advisable to enter into the Merger Agreement; and (3) recommended that the Board approve and authorize the Merger Agreement, the Voting and Support Agreement and the Merger and recommend that the stockholders of the Company vote to adopt and approve the Merger Agreement.

In evaluating the Merger, the Special Committee consulted with independent legal and financial advisors and Management, and the Special Committee considered a number of factors, including the following factors that it believed generally weighed in favor of the Merger (which are not necessarily listed in order of importance):

In the course of its deliberations, the Special Committee also considered a variety of uncertainties, risks and potentially negative factors, including:

The Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present with respect to the fairness of the Merger, which the Special Committee believes support its decision and provide assurance as to the procedural fairness of the Merger to the Unaffiliated Stockholders:

After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (a) advisable, fair to, and in the best interests of the Unaffiliated Stockholders and (b) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act).

This discussion of the information and factors considered by the Special Committee includes the material positive and negative factors considered by the Special Committee, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee. The Special Committee did not quantify or assign any specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the transactions contemplated thereby. Rather, the Special Committee viewed its position and recommendation as being based on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Special Committee may have given differing weights to different factors. The explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information.”

Following the receipt of the recommendations of the Special Committee discussed above, and acting in accordance with the recommendations of the Special Committee, the Board (other than the Recused Directors) unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby,

including the Merger, are fair to, and in the best interests of, the stockholders of the Company (including the Unaffiliated Stockholders), (2) determined that it is in the best interests of the stockholders of the Company (including the Unaffiliated Stockholders) and declared it advisable to enter into the Merger Agreement, and (3) determined the Merger is substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act). In determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interest of, the Unaffiliated Stockholders, and making its other determinations and recommendations, the Board considered a number of factors, including the following material factors:

In addition, under the SEC rules governing “going private” transactions, the Company is engaged in a “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to the Company’s unaffiliated security holders (as defined under Rule 13e-3 under the Exchange Act). The Board, on behalf of the Company, is making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Board, on behalf of the Company, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which a Transaction Statement on Schedule 13e-3 (the “Schedule 13E-3”) is being filed with the SEC) is both procedurally and substantively fair to unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act). The Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders for purposes of negotiating the terms of the Merger Agreement. However, the Board expressly adopted the analysis of the Special Committee, among other factors considered, in the course of reaching its determination and recommendations discussed above under “— Reasons for the Merger; Recommendations of the Special Committee.”

Other than its review and adoption of the analysis of the Special Committee, the Board did not conduct a going-concern valuation of the Company in evaluating the Merger because of its belief that the financial analyses presented by Perella Weinberg to the Special Committee, as more fully described below under “Opinion of Financial Advisor to the Special Committee”, represented potential valuations of the Company as it continues to operate its business as a going concern. The Board did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the Board’s view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determination and recommendations, the Board did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the Board in considering the Merger. In view of the various factors and information considered, the Board did not find it practicable to, and did not, make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was determinative of its ultimate determination, and individual members of the Board may have given different weights to different factors. The Board made its recommendation based on the totality of information presented to the Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The Board (excluding the Recused Directors) unanimously recommends that the Company stockholders vote “FOR” the approval of the Merger Proposal.

Under the SEC rules governing “going-private” transactions, each of the PSP Entities is an affiliate of the Company and, therefore, required to express their beliefs as to the fairness of the Merger to the Unaffiliated Stockholders. Parent and Merger Sub are making the statements included in this section solely for purposes of

complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of Parent and Merger Sub as to the fairness of the Merger should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Agreement Proposal. The PSP Entities have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders.

The PSP Entities did not participate in the deliberation of the Special Committee or the Board regarding, nor receive advice from the respective legal or other advisors of the Special Committee or the Board as to, the fairness of the Merger. While four directors were designated by PSP as directors on the Board, as discussed in the section of this proxy statement entitled “Special Factors — Background of the Merger,” such Recused Directors were excluded from all Board deliberations relating to the approval of the Merger Agreement. The PSP Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board and the Special Committee discussed in the section of this proxy statement entitled “Reasons for the Merger; Recommendation of the Special Committee” and the section of this proxy statement entitled “Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders (which analysis and resulting conclusions Parent and Merger Sub adopt), Parent and Merger Sub believe that the Merger is substantively fair to the Unaffiliated Stockholders. In particular, the PSP Entities considered the following:

The PSP Entities further believe that the Merger is procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors^:

The PSP Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the PSP Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The PSP Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the PSP Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The PSP Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The PSP Entities make no recommendation as to how stockholders of the Company should vote their shares relating to the Merger. The PSP Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

Based on the PSP Entities’ knowledge and analysis of available information regarding the Company, the Special Committee and the Board, as well as discussions with other members of Management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the Board and discussed in the section of this proxy statement entitled “Reasons for the Merger; Recommendation of the Special Committee” and the section of this proxy statement entitled “Approval and Recommendations of the Board; The Company’s Position as to the Fairness of the Merger to Unaffiliated Stockholders,” the PSP Entities believe that the Merger is fair to the Unaffiliated Stockholders.

The Special Committee retained Perella Weinberg to act as its financial advisor in connection with the Merger, pursuant to an engagement letter dated September 28, 2022. The Special Committee requested that Perella Weinberg evaluate the fairness, from a financial point of view, to the Unaffiliated Stockholders of the Merger Consideration to be received by such Unaffiliated Stockholders in the Merger pursuant to the Merger Agreement. On November 21, 2022, Perella Weinberg rendered to the Special Committee its oral opinion, subsequently confirmed in writing, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be received by the Unaffiliated Stockholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Stockholders.

The full text of Perella Weinberg’s written opinion, dated November 21, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg, is attached as Annex B to this proxy statement and is incorporated by reference herein. Perella Weinberg’s opinion was addressed to and provided for the information and assistance of the Special Committee, in its capacity as such, in connection with, and for the purpose of, the Special Committee’s evaluation of the Merger Consideration from a financial point of view, and does not address any other term, aspect or implication of the Merger Agreement or the Merger. Perella Weinberg’s opinion does not address the underlying decision by the Company to engage in the Merger nor the relative merits of the Merger compared with any alternative transactions or business strategies. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of shares of Company common stock as to how such holder should vote or otherwise act with

respect to the Merger or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which shares of Company common stock will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of the Company, including the holders of (i) the share of Series A Preferred Stock issued and outstanding immediately prior to the effective time of the Merger and (ii) each share of Series B Preferred Stock issued and outstanding immediately prior to the effective time of the Merger. The description of Perella Weinberg’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Perella Weinberg, among other things:

For purposes of its opinion, Perella Weinberg assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other information provided to, discussed with or reviewed by Perella Weinberg (including information that was available from public sources) and further relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading in any material respect. With respect to the Final Projections, Perella Weinberg was advised by management of the Company and assumed, with the Special Committee’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby and Perella Weinberg expressed no view as to the reasonableness of the Final Projections or the assumptions on which they were based. In arriving at its opinion, Perella Weinberg did not make and was not provided with any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of the Company, Parent or any of their respective subsidiaries. Perella Weinberg did not assume any obligation to conduct, nor did Perella Weinberg conduct, any physical inspection of the properties or facilities of the Company or any other party. In addition, Perella Weinberg did not evaluate the solvency of any party to the Merger Agreement, or the impact of the Merger thereon, including under any applicable laws relating to bankruptcy, insolvency or similar matters.

Perella Weinberg assumed that the final Merger Agreement and Voting and Support Agreement would not differ from the drafts of the Merger Agreement and Voting and Support Agreement reviewed by it in any respect material to its analysis or opinion. Perella Weinberg also assumed that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that were referred to therein were true and correct in all respects material to its analysis and opinion, (ii) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party in all respects material to its analysis and opinion, and (iii) the Merger would be consummated in a timely manner in accordance with the terms set forth in the Merger Agreement, without any modification, amendment, waiver or delay that would be material to its analysis or opinion. In addition, Perella Weinberg assumed that in connection with the receipt of all approvals and consents required in connection with the Merger, no delays, limitations, conditions or restrictions would be imposed that would be material to its analysis.

Perella Weinberg’s opinion addresses only the fairness from a financial point of view, as of November 21, 2022, to the Unaffiliated Stockholders of the Merger Consideration to be received by such Unaffiliated Stockholders in the Merger pursuant to the Merger Agreement. Perella Weinberg was not asked to, nor did it, offer any opinion as to any other term of the Merger Agreement or any other document contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Merger or the likely timeframe in which the Merger will be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether relative to the Merger Consideration or otherwise. Perella Weinberg expressed no opinion as to the underlying decision by the Company to engage in the Merger or as to the relative merits of the Merger compared with any alternative transactions or business strategies. Nor did Perella Weinberg express any opinion as to any tax or other consequences that might result from the transactions contemplated by the Merger Agreement or any other related document. Perella Weinberg’s opinion did not address any legal, tax, regulatory or accounting matters, as to which Perella Weinberg understood the Company received such advice as it deemed necessary from qualified professionals.

Perella Weinberg’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Perella Weinberg as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.

The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed by the Special Committee in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, these tables must be read together with the text of each summary. These tables alone do not constitute a complete description of the financial analyses. Considering the data below 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 Perella Weinberg’s financial analyses. Future results may differ from those described and such differences may be material.

Additional information concerning the analyses of the Selected Publicly-Traded Companies and the Selected Precedent Transactions (each as defined below), the discounted cash flow analysis, and the additional financial analyses described below can be found in the presentation made by Perella Weinberg to the Special Committee on November 21, 2022, that will be filed as an exhibit to the Schedule 13-3 that the Company and the PSP Entities are filing concurrently with this proxy statement.

Perella Weinberg performed a selected publicly-traded companies analysis, which is a method of deriving an implied value range for a company’s equity securities based on a review of publicly-traded companies selected by Perella Weinberg as being deemed relevant for comparative purposes. Perella Weinberg reviewed and compared certain financial information for the Company to corresponding financial information, financial market multiples and ratios of the following publicly-traded companies (the “Selected Publicly-Traded Companies”):

Although none of the above companies is identical to the Company, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed by Perella Weinberg to be similar to the Company in one or more respects, including operating in the agricultural chemicals and agricultural technology, food safety and security and high value specialties industries. In selecting these companies, Perella Weinberg considered various factors, including the similarity of the lines of business to the Company’s, as well as the business models, technology, service offerings and end-market exposure of such companies.

For each of the Company and the Selected Publicly-Traded Companies, Perella Weinberg reviewed the ratio of such company’s enterprise value (“EV”) to its estimated 2023 earnings before interest, taxes, depreciation, and amortization (“EBITDA”) as of December 31, 2023. For each of the selected companies, Perella Weinberg calculated and compared financial information and financial market multiples and ratios based on company filings for historical information and consensus third party research analyst estimates for forecasted information. The results of these analyses are summarized in the following table:

Based on the analysis of the relevant metrics described above and on professional judgments made by Perella Weinberg, Perella Weinberg selected and applied a range of multiples of 9.0x to 10.0x to 2023E EBITDA of the Company using the Final Projections as well as the unaffected current median of “AgChem / AgTech” and the unaffected Company 2023E trading multiple. From this analysis, Perella Weinberg derived a range of implied enterprise values for the Company. To calculate the implied equity value from the implied enterprise value, Perella Weinberg added cash and cash equivalents of approximately $35.6 million, subtracted debt of approximately $261.3 million, subtracted convertible preferred equity at its 2.0x multiple on invested capital (“MOIC”) liquidation preference of approximately $253.7 million (assuming redemption on January 31, 2023 to correspond with an estimated transaction close date) and subtracted non-controlling interests of approximately $6.9 million, in each case as provided by the latest relevant filings of the Company. Perella Weinberg calculated implied equity values per share by dividing the implied equity values by the applicable fully diluted shares (based upon the number of issued and outstanding shares and other equity interests in each case provided by the management of the Company, as applicable, and using the treasury stock method for calculation of option dilution). The range of implied values for Company common stock derived from these calculations is $1.47 to $2.56 per share.

This implied value per share range can be compared to the Merger Consideration of $3.00 to be received by the Unaffiliated Stockholders for each share of Company common stock as provided for in the Merger Agreement.

Although the Selected Publicly-Traded Companies were used for comparison purposes, no business of any selected company was either identical or directly comparable to the Company’s business. Perella Weinberg’s

comparison of the Selected Publicly-Traded Companies to the Company and analysis of the results of such comparisons were not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Publicly-Traded Companies in such transactions and of the Merger and was based on Perella Weinberg’s experience working with corporations on various merger and acquisition transactions.

Using publicly available information, Perella Weinberg reviewed the financial terms of selected precedent transactions (the “Selected Precedent Transactions”) involving companies that operated in, or were exposed to, the agricultural chemicals and agricultural technology, food safety and security and high value specialties industries announced between September 2014 and December 2021. Perella Weinberg selected these transactions in the exercise of its professional judgment and experience because Perella Weinberg deemed them to be similar in size, scope, business model of the target and impact on the industry to the Company or otherwise relevant to the Merger.

For each of the Selected Precedent Transactions, Perella Weinberg calculated and compared the resulting EV in the transaction as a multiple of EBITDA over the last twelve months (“LTM EBITDA”) publicly reported prior to the announcement of the transaction (“EV / LTM EBITDA”). The following table lists the Selected Precedent Transactions and summarizes the observed EV and EV / LTM EBITDA multiples:

Perella Weinberg noted that the median and mean EV / LTM EBITDA multiples for the Selected Precedent Transactions were 10.2x and 11.4x, respectively.

Based on the multiples of enterprise value to LTM EBITDA described above, Perella Weinberg’s analyses of the various Selected Precedent Transactions and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of the Company and the target companies in the Selected Precedent Transactions, Perella Weinberg applied a range of multiples of 9.0x to 11.0x (based on +/- 1.0x over the median EV / LTM EBITDA multiple) to the Company’s LTM EBITDA as of September 30, 2022 based on publicly filed financial statements and information provided by Company management to derive a range of implied enterprise values. Perella Weinberg then applied the same enterprise value to equity value adjustments and fully diluted shares detailed in the Selected Publicly Traded Companies Analysis to derive a range for Company common stock of approximately $1.19 to $3.31 per share.

This implied value per share range can be compared to the Merger Consideration of $3.00 to be received by the Unaffiliated Stockholders for each share of Company common stock as provided for in the Merger Agreement.

Although the Selected Precedent Transactions were used for comparison purposes, none of the Selected Precedent Transactions nor the companies involved in them was either identical or directly comparable to the Merger or the Company.

Perella Weinberg performed a discounted cash flow analysis for the Company, which is a method of deriving an implied value range for a company’s equity securities based on the sum of the company’s unlevered free cash flows over a forecast period and the terminal value at the end of the forecast period. In connection with this analysis, Perella Weinberg used the Final Projections. As part of this analysis, Perella Weinberg performed first a discounted cash flow analysis for the core products of the Company, then a discounted cash flow analysis for the new products of the Company and finally a discounted cash flow analysis for the combination of the core and new products of the Company. In these analyses, Perella Weinberg:

Perella Weinberg estimated the range of perpetuity growth rates utilizing its professional judgment and experience, taking into account market expectations regarding long-term real growth of gross domestic product and inflation.

The discount rates used by Perella Weinberg were derived from the Company’s weighted average cost of capital determined by application of the capital asset pricing model based on Perella Weinberg’s experience and professional judgment which took into account certain company-specific metrics, including the Company’s target capital structure, the cost of long-term debt, marginal tax rate and five-year weekly Bloomberg beta, as well as certain general financial metrics for the United States financial markets. Perella Weinberg also analyzed the weighted average cost of capital for the Company implied by an alternative approach that utilized the Company’s current capital structure and incorporated the yield on convertible preferred equity as a minimum for the cost of common equity. The yield on convertible preferred equity was estimated to range from 16.0% (coupon rate on PSP’s convertible preferred equity investment) on the low end to 27.0% (approximate internal rate of return (“IRR”) of PSP’s convertible preferred equity investment assuming 2.0x MOIC liquidation preference and redemption on July 27, 2023) on the high end. For the purposes of calculating the approximate IRR of PSP’s convertible preferred equity investment, July 27, 2023 was utilized as the redemption date because it marks the third anniversary of the original investment, at which point the treatment of the convertible preferred equity changes per “Change of Control” and “Elective Redemption” conditions. A spread of 1.0% to 3.0% between the yield on convertible preferred equity and the cost of common equity was incorporated to account for the appropriate risk-return relationship between convertible preferred equity and common equity, considering that the convertible preferred equity is more senior in the capital structure and thus has a lower level of risk. The weighted average cost of capital implied by these analyses determined the approximate range of discount rates utilized for the core products of the Company (13.00% to 15.50%). A 2.0% spread was added to this range to determine the discount rates utilized for the new products of the Company (15.00% to 17.50%) to reflect the greater execution risk associated with the new products of the Company.

From the range of implied enterprise values, using the same enterprise value to equity value adjustments and fully diluted shares detailed in the above analysis of the Selected Publicly-Traded Companies, Perella Weinberg

derived a range of $0.65 to $2.71 per share for the core products of the Company, $0.40 to $1.66 per share for the new products of the Company and $1.05 to $4.37 per share for the combination of the core and new products of the Company.

This implied value per share range can be compared to the Merger Consideration of $3.00 to be received by the Unaffiliated Stockholders for each share of Company common stock as provided for in the Merger Agreement.

For the information of the Special Committee and for reference purposes only, Perella Weinberg reviewed the share price performance of the Company during the 52-week period ending on the unaffected date of October 26, 2022. Perella Weinberg noted that the ranges of closing low and high trading prices of the Company common stock during such period were as follows:

This trading price range can be compared to the Merger Consideration of $3.00 to be received by the Unaffiliated Stockholders for each share of Company common stock as provided for in the Merger Agreement.

For the information of the Special Committee and for reference purposes only, Perella Weinberg observed the most recent publicly available 12-month unaffected price targets for Company common stock published by Wall Street research analysts. Perella Weinberg observed that four such analyst estimates were available for the Company (published by ROTH Capital Partners on August 29, 2022, H.C. Wainwright & Co. on August 11, 2022, Lake Street Capital Markets on August 10, 2022 and BMO Capital Markets on August 9, 2022). The selected price targets reflect each research analyst’s estimate of the future public market trading prices of shares of Company common stock. Perella Weinberg noted that the analysts’ price targets for the Company, when discounted to the unaffected date of October 26, 2022 using a cost of equity of 19.0% (approximate midpoint of cost of equity implied by the two previously detailed approaches to calculating weighted average cost of capital), ranged from $1.96 to $4.36 per share.

This price target range can be compared to the Merger Consideration of $3.00 to be received by the Unaffiliated Stockholders for each share of Company common stock as provided for in the Merger Agreement.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole could create an incomplete view of the processes underlying Perella Weinberg’s opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to the Company or the Merger.

Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Special Committee as to the fairness, from a financial point of view, as of the date of such opinion, of the Merger Consideration to be received by the Unaffiliated Stockholders for each share of Company common stock in the Merger as provided for in the Merger Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. In its analyses, Perella Weinberg also considered third party research analyst estimates, which are not necessarily indicative of actual future results and which may be significantly more or less favorable than suggested by Perella Weinberg’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Merger Agreement or their respective advisors, none of the Company, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by third parties.

As described above, the opinion of Perella Weinberg to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to approve the Merger. The type and amount of consideration payable in the Merger, including the Merger Consideration, was determined through negotiations between the Special Committee and Parent, rather than by any financial advisor, and was approved by the Special Committee. The decision to enter into the Merger Agreement was solely that of the Special Committee and, following the recommendation of the Special Committee, the Board.

Perella Weinberg acted as financial advisor to the Special Committee in connection with, and participated in certain negotiations leading to, the Merger. For its services in connection with the Merger, Perella Weinberg will receive an aggregate fee of $4.0 million, $1.5 million of which was payable in connection with the delivery of Perella Weinberg’s opinion and $2.5 million of which is contingent upon consummation of the Merger. Perella Weinberg is entitled to receive monthly retainer fees during its engagement, which are creditable against the contingent fee described in the preceding sentence, and the Company agreed to reimburse Perella Weinberg for certain expenses, to pay to Perella Weinberg a portion of any break-up fee received in connection with a termination of the Merger, and to indemnify Perella Weinberg and related persons for certain liabilities and other items that may arise out of its engagement by the Company and the rendering of its opinion.

Except in connection with its engagement as financial advisor to the Special Committee in connection with the Merger, during the two-year period prior to November 21, 2022, no material relationship existed between Perella Weinberg or its affiliates, on the one hand, and PSP, the Company or any of their respective affiliates, on the other hand, pursuant to which Perella Weinberg or its affiliates received or anticipates receiving compensation. However, Perella Weinberg and its affiliates in the future may provide investment banking and other financial services to PSP and/or the Company and their respective affiliates and in the future may receive compensation for the rendering of these services. In the ordinary course of its business activities, Perella Weinberg and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in (i) debt, equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of the Company, PSP or any of their respective affiliates and (ii) any currency or commodity that may be material to the parties or otherwise involved in the Merger.

The Special Committee selected Perella Weinberg based on Perella Weinberg’s qualifications, expertise and reputation and its knowledge of the industries in which the Company conducts its business, including with transactions of a similar nature to the potential transaction with PSP, and independence. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions.

In addition to the presentation made to the Special Committee on November 21, 2022, which will be filed with the SEC as an exhibit to the Schedule 13E-3 and is described above, copies of presentations presented or delivered by Perella Weinberg to the Special Committee on August 31, 2022, September 2, 2022, September 8, 2022, September 19, 2022, October 18, 2022, and November 4, 2022 containing preliminary illustrative financial analyses also will be attached as exhibits to such Schedule 13E-3.

The preliminary financial analyses and other information in such preliminary Perella Weinberg presentations were based on information and data that was available as of the dates of the respective presentations. Perella Weinberg also continued to update and refine various aspects of its financial analyses in subsequent presentations. Accordingly, the results and other information presented in such preliminary Perella Weinberg presentations may differ from the Perella Weinberg presentation dated November 21, 2022. The financial analyses performed by Perella Weinberg in relation to its opinion dated November 21, 2022 supersede all analyses and information presented in the preliminary Perella Weinberg presentations.

A summary of these presentations is provided below. The following summaries, however, do not purport to be a complete description of these presentations or of the preliminary financial analyses performed by Perella Weinberg.

None of these other presentations by Perella Weinberg, alone or together, constitute, or form the basis of, an opinion of Perella Weinberg with respect to the Merger Consideration payable under the Merger Agreement, and were presented solely for discussion purposes. Each of the analyses performed in these preliminary Perella Weinberg presentations was subject to further updating and subject to the final analyses provided to the Special Committee dated November 21, 2022 by Perella Weinberg. The preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Perella Weinberg as of, the dates of the respective presentations. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses listed above.

Copies of Perella Weinberg’s opinion and presentation materials will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing, and may be obtained by requesting it in writing from the Company at the address described in the section of this proxy statement entitled “Where You Can Find More Information.”

The Company’s purpose for engaging in the Merger is to enable its stockholders to receive the Merger Consideration, which represents a per share premium of approximately (1) 91.1% to the closing price of the Company common stock of $1.57 on October 26, 2022, (2) 90.0% to the trailing 30 day trading day average closing price of the Company common stock for the period ended October 26, 2022, (3) 87.5% to the trailing 60 day trading day average closing price of the Company common stock for the period ended October 26, 2022, and (4) 78.6% to the trailing 90 day trading day average closing price of the Company common stock for the period ended October 26, 2022. The Company views October 26, 2022 as the last trading day on which the trading price of the Company common stock was unaffected by the potential acquisition of the Company in light of the fact it was the day before the Company and PSP announced that the Special Committee and PSP had agreed to pursue a transaction at $3.00 per share. The Special Committee and the Board believe that the Merger provides the best opportunity to maximize stockholder value. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Board described in detail above under the section of this proxy statement entitled “Special Factors — Reasons for the Merger; Recommendation of the Special Committee.”

Under the SEC rules governing “going-private” transactions, each of the PSP Entities is an affiliate of the Company and, therefore, required to express their reasons for the Merger to the Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The PSP Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the PSP Entities, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed and the shares of Company common stock cease to be publicly traded. The PSP Entities believe that, as a private company, the Company will be able to improve its ability to execute initiatives that over time will create additional enterprise value for the Company. The PSP Entities believe that this, along with the Company’s existing business and potential future opportunities, will allow the PSP Entities’ investment in the Company to achieve longer term returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the PSP Entities believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The PSP Entities’ have undertaken to pursue the Merger at this time for the reasons described above, as well as due to the PSP Entities desire to maximize long-term investment returns for their partners. The PSP Entities believe that structuring the transaction as a merger is preferable to other transaction structures, because it (1) will enable Parent to acquire all of the shares of Company common stock at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company and (3) represents an opportunity for the Unaffiliated Stockholders to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (and, if the Series B Redemption is not consummated at the consummation of the Merger, PSV LP). The shares of Company common stock are currently listed on the Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Company common stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, Company common stock will be delisted from the Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

The PSP Entities currently anticipate that the Company’s operations initially will be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a wholly owned subsidiary of Parent (and, if the Series B Redemption is not consummated at the consummation of the Merger, PSV LP)). The PSP Entities are currently conducting a review of the Company and its business and operations with a view towards determining how to redirect the Company’s operations to improve the Company’s long-term earnings potential as a private company

(including by reducing the Company’s costs and expenses following the Merger) and expect to complete such review following completion of the Merger. Further, following completion of the Merger, the PSP Entities will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of the Company. In addition, Parent may seek to buy or combine the Company with target companies that provide earnings and growth synergies; however, no definitive contracts, arrangements, plans, proposals, commitments or understanding currently exist. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the PSP Entities and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in the Company’s industry.

From and after the Effective Time, the officers of the Company at the Effective Time will be the officers of the Surviving Corporation and the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors have been duly elected or appointed and qualified in accordance with the DGCL or the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

If the Company’s stockholders approve the Merger Agreement Proposal and all other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a subsidiary of Parent.

Each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically converted into the right to receive from Parent $3.00, without interest, less any applicable withholding taxes. Each share of Company common stock issued and outstanding immediately prior to the Effective Time that is a Dissenting Share, owned by the Company and not held on behalf of third parties or owned by Parent or Merger Sub will be cancelled without payment of any consideration. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Corporation.

The share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive $3.00 in cash, without interest, unless the holder thereof did not vote in favor of the Merger Agreement or the Merger and has perfected and not withdrawn a demand for appraisal rights with respect to such share of Series A Preferred Stock pursuant to Section 262.

Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be (x) converted into one share of Series B convertible preferred stock, par value $0.0001 per share, of the Surviving Corporation or (y) if so elected by Parent and, in addition to the amount required to fund the Required Amount, Parent has secured additional financing sufficient to (i) pay the Change of Control Redemption Price (as defined in the Certificate of Designation of the Series B Preferred Stock) and (ii) repay all indebtedness for borrowed money of the Company that becomes due and payable as a result of the Merger, converted into the right to receive an amount in cash equal to the Change of Control Redemption Price.

At the Effective Time:

(1) each then outstanding Company stock option and each then outstanding Company stock appreciation right will automatically be cancelled and converted into the right to receive, no later than the second regularly scheduled payroll of the Company following the Effective Time, an amount in cash, without interest and less

applicable tax withholdings, equal to the product of (x) the number of shares of Company common stock subject to such option or right, as applicable, immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such option or the base price per share of such right, as applicable;

(2) each then outstanding Company stock option and each then outstanding Company stock appreciation right, in each case, whether vested or unvested, for which the exercise price per share or the base price per share, as applicable, is equal to or greater than the Merger Consideration will be cancelled without payment of any consideration;

(3) each then outstanding Company restricted stock unit and each then outstanding Company phantom stock unit will automatically be cancelled and converted into the right to receive an amount in cash, without interest and less applicable tax withholdings, equal to the product of (x) the number of shares of Company common stock or phantom shares of Company common stock subject to such restricted stock unit or phantom stock unit, as applicable, multiplied by (y) the Merger Consideration, within 30 days following the Effective Time (or, if required to avoid the imposition of a penalty under Section 409A of the Code, at such later time as would not result in the imposition of a penalty under Section 409A of the Code;

(4) the number of performance-based restricted stock units and performance-based phantom stock units, as applicable, earned with respect to each then outstanding 2020 Company Performance Award, will be determined based on actual performance through the end of the performance period applicable to such 2020 Company Performance Awards and paid in accordance with the terms of the applicable award agreement; provided, however, that (x) performance in respect of the total shareholder return metric will be determined using a per share price equal to the Merger Consideration and (y) if the Effective Time occurs before payment has occurred with respect to the 2020 Company Performance Awards, at the Effective Time, each then outstanding 2020 Company Performance Award will be cancelled and converted into the right to receive, as soon as practicable after the end of the performance period applicable to the 2020 Company Performance Award and on or before March 15, 2023, an amount in cash (without interest and less applicable tax withholdings), equal to (A) the number of performance-based restricted stock units or the number of performance-based phantom stock units, as applicable, earned based on actual performance but with the total shareholder return metric determined using a per share price equal to the Merger Consideration, multiplied by (B) the Merger Consideration;

(5) each then outstanding Post-2020 Company Performance Award will be cancelled and converted into the contractual right to receive a cash payment (without interest and less applicable tax withholdings) in an amount equal to (A) the “target” number of performance-based restricted stock units or the “target” number of performance-based phantom stock units, as applicable, awarded pursuant to the terms of the applicable Post-2020 Company Performance Award (without proration for any portion of the performance period that has not yet been completed), multiplied by (B) the Merger Consideration, which cash-based award will remain subject to the same terms and conditions as are applicable to the corresponding Post-2020 Company Performance Award immediately prior to the Effective Time (including time-based vesting conditions and any termination-related vesting entitlements but excluding all performance-based vesting conditions); provided that, if, on or within 12 months after the Closing, the continuous service of the holder of a Post-2020 Company Performance Award is terminated by the employer without “cause” or by the individual for “good reason,” such cash-based award will automatically become immediately and fully vested as of the date of termination; and

(6) each then outstanding unvested restricted share of Company common stock will automatically be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, less applicable tax withholdings, payable within 30 days following the Effective Time.

With respect to the ESPP, (1) except for the current offer period in effect as of November 21, 2022, no new offer periods will be authorized or commenced under the ESPP, (2) no new individuals will be permitted to enroll in the ESPP and no increase in the amount of participants’ payroll deduction elections will be allowed, (3) if the current offer period has not terminated, it will terminate shortly before the Effective Time, (4) the Company will cause the exercise of each outstanding purchase right under the ESPP to occur before the Effective Time, and (5) the Company will terminate the ESPP effective immediately prior to the Effective Time.

The primary benefit of the Merger to the Unaffiliated Stockholders will be their right to receive the Merger Consideration of $3.00 in cash per share of Company common stock, less applicable withholding taxes, as

described above, which represents a per share premium of approximately (1) 91.1% to the closing price of the Company common stock of $1.57 on October 26, 2022, (2) 90.0% to the trailing 30 day trading day average closing price of the Company common stock for the period ended October 26, 2022, (3) 87.5% to the trailing 60 day trading day average closing price of the Company common stock for the period ended October 26, 2022, and (4) 78.6% to the trailing 90 day trading day average closing price of the Company common stock for the period ended October 26, 2022. We view October 26, 2022 as the last trading day on which the trading price of the Company common stock was unaffected by the potential acquisition of the Company in light of the fact it was the day before the Company and PSP announced that the Special Committee and PSP had agreed to pursue a transaction at $3.00 per share. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value, including in the event the Company cannot successfully execute on its plan with respect to the Growth Product Lines.

The primary detriments of the Merger to our Unaffiliated Stockholders include the lack of an interest of such stockholders in the potential future earnings, growth or value realized by the Company after the Merger, including with respect to revenue from the Growth Product Lines.

Following the consummation of the Merger, Parent (and, if the Series B Redemption is not consummated at the consummation of the Merger, PSV LP) will own all of the outstanding equity interests of the Company and be the sole beneficiary of future earnings, growth and value, and will be the only one entitled to vote on corporate matters affecting the Company.

Additionally, following the Merger, the Company common stock will be delisted from the Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. See the section of this proxy statement entitled “Special Factors — Plans for the Company After the Merger.” As such, the Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of Company common stock face as a result of the provisions of Section 16 of the Exchange Act. The Company will also be relieved of the obligation to separately prepare and furnish information to its stockholders. Parent will benefit from any regulatory compliance cost savings realized by the Company after it becomes a private company.

The primary detriments of the Merger to Parent include the fact that all of the risk of any possible decrease in the future earnings, growth or value of the Company following the Merger will be borne by Parent (and, if the Series B Redemption is not consummated at the consummation of the Merger, PSV LP). Additionally, Parent’s ownership of the Company will be illiquid, with no public trading market for such securities.

If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company common stock in connection with the Merger. Instead, the Company will remain an independent public company, and the shares of Company common stock will continue to be quoted on the Nasdaq, for so long as it continues to meet eligibility listing standards. In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the agricultural, farming, agricultural technology, produce preservation and produce supply chain industries in which the Company operates, and adverse economic conditions. You should also read and consider carefully the other information in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference herein, including the risk factors contained in the Company’s Annual Report on Form 10-K and other SEC filings. See the section of this proxy statement entitled “Where You Can Find More Information.”

If the Merger is not completed, depending on the circumstances that would have caused the Merger not to be completed, the price of the shares of Company common stock may decline significantly. If that were to occur,

it is uncertain when, if ever, the price of the shares of Company common stock would return to the price at which the shares of Company common stock are trading as of the date of this proxy statement. Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Company common stock. If the Merger is not completed, the Board will continue to evaluate and review the Company’s business operations, indebtedness and maturity thereof, properties, dividend policy, share repurchase policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, financial condition or results of operation will not be adversely impacted.

During the pendency of the Merger being completed, we will be subject to a number of material risks, including the disruption to our business resulting from the announcement of the signing of the Merger Agreement, the diversion of management’s attention from our day-to-day business, and the substantial restrictions imposed by the Merger Agreement on the operation of our business during the period before the completion of the Merger, which may make it difficult for us to achieve our business goals if the Merger does not occur. In addition, PSP and its affiliates would continue to hold a substantial portion of the voting power of the issued and outstanding shares of Company common stock on an as-converted basis.

If the Merger Agreement is terminated, under specified conditions, including as a result of a change in the recommendation of the Board or the Special Committee or by termination by the Company of the Merger Agreement to enter into an alternative acquisition agreement providing for a superior proposal, the Company will be required to pay Parent a termination fee of $15 million.

In addition, any monetary damages payable by either the Company or Parent for any breach of the Merger Agreement or any document executed in connection therewith (including for any willful and material breach, but excluding fraud) cannot exceed, in the aggregate, $43 million plus up to $2.5 million of reimbursable costs of enforcement (plus, in the case of damages payable by Parent, any reimbursable costs that the Company incurs in assisting Parent in arranging debt financing). See the section of this proxy statement entitled “The Merger Agreement — Company Termination Fee.”

The Company has a significant amount of indebtedness under the Term Loan that, unless refinanced, would become a current liability on December 31, 2023. As of September 30, 2022, there was $260.4 million outstanding under the Term Loan. Additionally, the terms of the Series B Preferred Stock provide for mandatory cumulative dividends at a rate of 16% per annum to the holder of shares of Series B Preferred Stock, of which 50% is currently payable in cash, 37.5% is currently payable in kind, and 12.5% is currently payable in cash or in kind, at the Company’s option. The voting power of PSP will increase as dividends are paid in kind. As a result of the Company’s substantial indebtedness and the terms of its Series B Preferred Stock, failure to complete the Merger could have important consequences, including:

The occurrence of any one of these events could have a material adverse effect on the Company’s business, financial condition, results of operations and ability to satisfy its obligations in respect of its outstanding indebtedness.

research and development expenses as a percentage of revenue from 4% to 6% for the fiscal years 2027 to 2032 and (2) certain updates to working capital assumptions and non-recurring expenses to be more in line with actual figures and trends. The September Projections did not reflect any changes to the revenue forecasts. The September Projections, which reflected immaterial changes to the August Projections, were provided to PSP and Dow on September 15, 2022, and September 20, 2022, respectively.

In October 2022, Management shared with the Special Committee and Perella Weinberg further updated preliminary unaudited prospective financial information for fiscal years 2022 through 2032 (which we refer to as the “October Projections”), which were an update to the September Projections to reflect (1) the inclusion of the Company’s August 2022 financial results and (2) the effect of changes in foreign currency exchange rates.

In early November 2022, Management prepared the Final Projections, which were an update to the October Projections to reflect the inclusion of the Company’s third-quarter 2022 financial results.

In addition to the summary of the Final Projections above, the Company is including a summary of each of the May Projections, the August Projections, the September Projections, and the October Projections in this proxy statement in order to provide the Company’s stockholders with access to additional information that was previously made available to the Special Committee and Perella Weinberg and, with respect to the May Projections, Financial Advisor A, and, with respect to the September Projections, PSP and Dow, in connection with the uses described above.

The summary of the Final Projections above and the summaries below present certain line items in the Projections that were shared with the Special Committee. The line items presented in the Final Projections that are not presented in the summaries below were not included in the applicable iteration of the Projections provided to the Special Committee.

The following table presents a summary of the October Projections:

The following table presents a summary of the September Projections:

The following table presents a summary of the August Projections:

The following table presents a summary of the May Projections:

The inclusion of the Projections in this proxy statement should not be regarded as an indication that any of the Company or any of its affiliates, advisors or representatives have considered the Projections to be predictive of actual future events, and the Projections should not be relied upon as such. This summary of these internal financial projections is not being included in this proxy statement to influence your decision whether to vote in favor of any proposal. The Company advises the recipients of the Projections that its internal financial forecasts upon which the Projections were based are subjective in many respects.

Although presented with numerical specificity, the Projections were based on numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Projections were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company. Important factors that may affect actual results and cause these internal financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to the business of the Company (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, changes in technology, general business and economic conditions, the launch of the Growth Product Lines, weather variability, exchange rate fluctuations and other risk factors referenced in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information.” Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. The Projections may not be realized, and actual results may be significantly higher or lower than projected in the Projections. The Projections summarized above do not give effect to the Merger. The Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The Projections do not take into account any circumstances or events occurring after the date they were prepared. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Projections in this proxy statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Merger and the other transactions contemplated by the Merger Agreement are completed) from the Projections. For all of these reasons, the internal financial projections, and the assumptions upon which they are based, are (i) not guarantees of future results; (ii) inherently speculative; and (iii) subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these internal financial projections. Accordingly, there can be no assurance that the Projections will be realized.

The Projections were prepared solely for internal use and to assist the Special Committee and the Board (other than the Recused Directors) with their consideration and evaluation of transactions, including the Merger, Perella Weinberg with its financial analyses and opinion and PSP with its due diligence review of the Company, and although they were prepared on an accounting basis consistent with the Company’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, the Company. Neither the Company’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Adjusted EBITDA, Net Operating Profit After Tax and Unlevered Free Cash Flow contained in the Projections are “non-GAAP financial measures,” where are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Projections were relied upon

by Perella Weinberg for purposes of its opinion and by the Board (other than the Recused Directors) and the Special Committee in connection their evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Perella Weinberg for purposes of its opinion or by the Board or the Special Committee in connection with their evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

For these reasons, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that such projections will be an accurate prediction of future events, and they should not be relied on as such. None of the Company or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Perella Weinberg) can give you any assurance that actual results will not differ from these projections. Except as required by applicable law, none of the Company or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Perella Weinberg) undertake any obligation to update or otherwise revise or reconcile the Projections or the specific portions presented to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the specific portions of the Projections set forth above. None of the Company or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Perella Weinberg) intend to make publicly available any update or other revision to these projections. In addition, none of the Company or any of its affiliates, advisors, officers, directors, partners, representatives or advisors (including Perella Weinberg) have made, make, or are authorized in the future to make, any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Projections or that projected results will be achieved, and any statements to the contrary should be disregarded. The Company has made no representation to Parent or PSP, in the Merger Agreement or otherwise, concerning the Projections.

In considering the recommendation of the Board that the stockholders of the Company adopt the Merger Agreement, the Company’s stockholders should be aware that the executive officers and directors of the Company have certain interests in the transactions that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Special Committee and the Board were aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Merger, and in making their recommendations with respect to the Merger Agreement.

In addition to the matters described below, four directors, John Atkin, Alexander Corbacho, Kevin Schwartz, and Kay Kuenker, were designated by PSP as directors on the Board. Such persons recused themselves from deliberations regarding the Merger due to their affiliation with, or designation to the Board by, PSP.

For purposes of this disclosure, we have included each of the Company’s current executive officers. Our former chief executive officer, Jordi Ferre, was a named executive officer of the Company in the Company’s annual report filed on Form 10-K for the fiscal year ended December 31, 2021; however, Mr. Ferre’s employment and service on the Board terminated in 2021 and he is not entitled to any payments of benefits as a result of the Merger that are different from or in addition to the interests of the Company’s stockholders generally. As such, our named executive officers for purposes of these disclosures (which we refer to together as the “NEOs”) are:

The treatment of the Company’s equity awards and certain other compensation arrangements in connection with the Merger is provided in the Merger Agreement and is detailed below.

At the Effective Time, each then outstanding Company stock option and each then outstanding Company stock appreciation right will automatically be cancelled and converted into the right to receive no later than the second regularly scheduled payroll of the Company following the Effective Time, an amount in cash, without interest and less applicable tax withholdings, equal to the product of (x) the number of shares of Company common stock subject to such option or right, as applicable, immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such option or the base price per share of such right, as applicable.

At the Effective Time, each then outstanding Company stock option and each then outstanding Company stock appreciation right, in each case, whether vested or unvested, for which the exercise price per share or the base price per share, as applicable, is equal to or greater than the Merger Consideration will be cancelled without payment of any consideration.

At the Effective Time, each then outstanding Company restricted stock unit and each then outstanding Company phantom stock unit will automatically be cancelled and converted into the right to receive an amount in cash, without interest and less applicable tax withholdings, equal to the product of (x) the number of shares of Company common stock or phantom shares of Company common stock subject to such restricted stock unit or phantom stock unit, as applicable, multiplied by (y) the Merger Consideration, within 30 days following the Effective Time (or, if required to avoid the imposition of a penalty under Section 409A of the Code, at such later time as would not result in the imposition of a penalty under Section 409A of the Code).

At the Effective Time, the number of performance-based restricted stock units and performance-based phantom stock units, as applicable, earned with respect to each outstanding 2020 Company Performance Award, shall be determined based on actual performance through the end of the performance period applicable to such 2020 Company Performance Awards and paid in accordance with the terms of the applicable award agreement; provided, however, that (x) performance in respect of the total shareholder return metric shall be determined using a per share price equal to the Merger Consideration and (y) if the Effective Time occurs before payment has occurred with respect to the 2020 Company Performance Awards, at the Effective Time, each then outstanding 2020 Company Performance Award will be cancelled and converted into the right to receive, as soon as practicable after the end of the performance period applicable to the 2020 Company Performance Award and on or before March 15, 2023, an amount in cash (without interest and less applicable tax withholdings), equal to (A) the number of performance-based restricted stock units or the number of performance-based phantom stock units, as applicable, earned based on actual performance but with the total shareholder return metric determined using a per share price equal to the Merger Consideration, multiplied by (B) the Merger Consideration.

At the Effective Time, each then outstanding Post-2020 Company Performance Award will be cancelled and converted into the contractual right to receive a cash payment (without interest and less applicable tax withholdings) in an amount equal to (A) the “target” number of performance-based restricted stock units or the “target” number of performance-based phantom stock units, as applicable, awarded pursuant to the terms of the applicable Post-2020 Company Performance Award (without proration for any portion of the performance period that has not yet been completed), multiplied by (B) the Merger Consideration. Following the Effective Time, such cash-based award will remain subject to the same terms and conditions as are applicable to the corresponding Post-2020 Company Performance Award immediately prior to the Effective Time, as applicable (including time-based vesting conditions and any termination-related vesting entitlements but excluding all performance-based vesting conditions). If, on or within 12 months after the closing of the Merger, the continuous service of the holder of a Post-2020 Company Performance Award is terminated by the employer without “cause” or by the individual for “good reason,” the cash-based award will automatically become immediately and fully vested as of the date of termination of such holder’s service.

At the Effective Time, each then outstanding unvested restricted share of Company common stock will automatically be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, less applicable tax withholdings, payable within 30 days following the Effective Time.

For an estimate of the amounts that would be payable to each of the Company’s NEOs on settlement of their unvested Company equity awards, see the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger — Quantification of Payments and Benefits to Company’s Named Executive Officers” below. The estimated aggregate amount that would be realized by the nine Company non-employee directors in respect of their unvested Company equity awards as of November 30, 2022 is $1,150,812. Messrs. Corbacho and Schwartz assigned all of the compensation each would receive for his service as a director, including Company equity awards, to PSP.

With respect to the ESPP, (1) except for the current offer period in effect as of November 21, 2022, no new offer periods will be authorized or commenced under the ESPP, (2) no new individuals will be permitted to enroll in the ESPP and no increase in the amount of participants’ payroll deduction elections will be allowed, (3) if the current offer period has not terminated, it will terminate shortly before the Effective Time, (4) the Company will cause the exercise of each outstanding purchase right under the ESPP to occur before the Effective Time, and (5) the Company will terminate the ESPP effective immediately prior to the Effective Time.

At the Effective Time, each issued share of Company common stock held by our executives and directors shall be treated in the same manner as the shares of Company common stock held by the Unaffiliated Stockholders, as discussed above in the section of this proxy statement entitled “Special Factors — Certain Effects of the Merger — Benefits of the Merger for the Unaffiliated Stockholders.” Based on each stockholder’s right to receive the Merger Consideration of $3.00 in cash per share of Company common stock, the estimated amount that would be realized by each of the NEOs in respect to their beneficially owned shares of Company common stock is as follows: $1,161,267 in the case of Mr. Lewis, $1,174,188 in the case of Mr. Miao and $1,101,039 in the case of Mr. Ermi. The estimated aggregate amount that would be realized by the nine Company non-employee directors in respect to their beneficially owned shares of Company common stock is $2,858,808. For further information pertaining to the beneficial ownership of our executives and directors, see the section of this proxy statement entitled “Other Important Information Regarding the Company — Security Ownership of Certain Beneficial Owners and Management,” below.

Each NEO has a change in control executive severance agreement with the Company providing for severance payments and termination benefits upon a termination of such NEO’s employment that is a qualifying termination. The Merger will constitute a “change in control” for purposes of the NEOs’ change in control executive severance agreements.

Under the NEO’s change in control executive severance agreements, if the NEO’s employment terminates due to a termination by the Company without “cause,” by the NEO for “good reason,” or due to the NEO’s death or disability, in each case, during the period commencing 60 days prior to and ending 24 months following a change in control of the Company, the NEO is entitled to: (1) any accrued but unpaid salary, accrued but unused vacation and vested benefits, (2) an amount equal to (a) two and a half times with respect to Mr. Lewis and (b) two times with respect to Messrs. Miao and Ermi the sum of (x) the NEO’s annual base salary then in effect and (y) the target bonus amount payable to the executive under the Company’s annual performance bonus program for the fiscal year of the Company in which the date of termination occurs (the “Annual Bonus Target”), payable in a lump sum on the first payroll date on or following the 60^th day after the date of termination; (3) a portion of the Annual Bonus Target for the calendar year in which the NEO’s employment is terminated, pro-rated for the period of the year during which the NEO was employed by the Company, payable in a lump sum on the first payroll date on or following the 60^th day after the date of termination; and (4) subject to the NEO’s election of continued Consolidated Omnibus Budget Reconciliation Act of 1985 health care coverage and continued co-payment of premiums at the active employee rates, continued participation in the

Company’s group health plan for 18 months after the termination date, or if earlier, until the NEO obtains other employment that offers group health benefits. The severance benefits described above are generally conditioned upon the NEO’s execution of a release of all claims against the Company, and such release having become irrevocable.

The NEOs also are party to employment agreements that provide for reduced levels of severance payments and benefits upon a termination by the Company without cause or by the NEO for good reason other than when the NEO is entitled to severance under the change in control executive severance agreement. The employment agreements contain non-compete, non-solicitation and confidentiality provisions that the NEOs agree to comply with whether the termination occurs under the employment agreements or the change in control executive severance agreements. To the extent payments to an NEO constitute “parachute payments” within the meaning of Section 280G of the Code, the payments to be received by the NEO may be reduced to the extent a reduction in the payment amount would put the officer in a better after-tax position than he or she would be in if the excise tax under Section 4999 were imposed on such payments.

For an estimate of the value of the payments and benefits described above that would be payable to the Company’s NEOs under their change in control executive severance agreements upon a qualifying termination, see the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger — Quantification of Payments and Benefits to Company’s Named Executive Officers” below.

It is expected that the Company and PSP will work together to develop a new long-term incentive plan for the Company to be implemented following the closing, and representatives of Parent may hold preliminary discussions with certain members of the Company’s management team regarding employment with, and the right to purchase or participate in the equity of, Parent or one or more of its affiliates. However, as of the date of this proxy statement, none of the Company’s executive officers has entered into any agreement or understanding with respect to the foregoing, and there can be no assurances that the terms of any such agreements or arrangements will be agreed upon with any executive officers in the future. If Parent or its affiliates and the Company’s executive officers do not enter into agreements regarding employment with Parent or its affiliates, then the Company’s executive officers will remain subject to their existing arrangements with the Company.

Pursuant to the terms of the Merger Agreement, each of the Company’s and its subsidiaries’ present and former directors and officers will be entitled to certain ongoing indemnification by Parent and the Surviving Corporation for a period of six years following the Effective Time. Such indemnified parties will be held harmless to the fullest extent permitted under applicable law against any costs or expenses arising out of or related to (x) their service in their respective positions with the Company or its subsidiaries or (y) services performed by such indemnified parties at the request of the Company or its subsidiaries, in each case at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including with respect to (1) the Merger and any other transactions contemplated by the Merger Agreement and (2) actions to enforce any indemnification or advancement right of any indemnified party.

Any indemnified party’s (or their predecessors and heirs) rights to exculpation or indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of the Merger Agreement, as provided in the Company’s (or its subsidiaries’) certificates of incorporation or bylaws (or comparable organizational or governing documents) in effect on the date of the Merger Agreement or in any contract set forth in in the Company’s confidential disclosure schedule delivered to Parent in connection with execution of the Merger Agreement, will survive the Merger and the transactions contemplated by the Merger Agreement and will continue in full force and effect in accordance with their terms. After the Effective Time, Parent and the Surviving Corporation will fulfill and honor such obligations to the maximum extent that the Company (or its applicable subsidiary) would have been permitted to fulfill and honor them by applicable law.

For six years following the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of incorporation and bylaws of the Company in effect on the date of the Merger Agreement, and such provisions will not be amended, repealed or

otherwise modified for six years following the Effective Time in any manner which would adversely affect the rights of the indemnified parties, except as required by applicable law.

Prior to the Effective Time, the Company will obtain and fully pay the premium for “tail” insurance policies for the extension of (1) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and (2) the Company’s existing fiduciary liability insurance policies, in each case, for a claims reporting or discovery period of at least six years from and after the Effective Time (the “tail period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of the Merger Agreement with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its subsidiaries by reason of his or her serving in such capacity that existed or occurred at or prior to the Effective Time. If the amount of the “tail” insurance policy exceeds 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement, the Surviving Corporation will obtain a policy with the greatest coverage available for a cost not exceeding such amount. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will continue to maintain in effect for the tail period the D&O insurance in place as of the date of the Merger Agreement with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of the Merger Agreement, or the Surviving Corporation will purchase comparable D&O insurance for the tail period with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of the Merger Agreement. However, neither Parent nor the Surviving Corporation will be required to expend for such D&O insurance policy an aggregate amount greater than 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement and if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation must obtain a policy with the greatest such coverage available for such amount.

The indemnification rights provided in the Merger Agreement are in addition to the indemnification rights that exist under the certificates of incorporation or bylaws of the Company. Moreover, if Parent or the Surviving Corporation (or any of their respective successors or assigns) will consolidate or merge with any other entity and will not be the continuing or surviving entity in such transaction, or transfers at least 50% of its properties and assets to any other entity, then in each case proper provision will be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, will assume the indemnification obligations set forth in the Merger Agreement.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K under the Securities Act, which requires disclosure of information about certain compensation for each NEO of the Company that is based on, or otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and is subject to a non-binding advisory vote of the stockholders of the Company.

The table below sets forth the amount of payments and benefits that each of the Company’s NEOs would receive in connection with the Merger, assuming (1) that the Merger was consummated and each such NEO experienced a qualifying termination on November 30, 2022 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (2) a per share price of Company common stock of $3.00 (the Merger Consideration); (3) that each NEO’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; and (4) that the equity awards remain unchanged from those that are outstanding as of November 30, 2022.

The calculations in the table below do not include any amounts that the NEOs were entitled to receive or that were vested as of the date hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the Effective Time or any awards that, by their terms, may vest in accordance with their terms irrespective of the Merger prior to the Effective Time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by an NEO may materially differ from the amounts set forth below.

For purposes of this discussion, “single trigger” refers to compensation benefits that arise as a result of the completion of the Merger. Because the closing of the transactions contemplated by the Merger Agreement will constitute a “change in control” under the change of control executive severance agreements and/or compensation arrangements in which the Company’s NEOs participate, “double trigger” in this disclosure refers to compensation and benefits that are payable upon a qualifying termination that occurs within a specified period of time following the consummation of the Merger.

The calculations in the tables above are hypothetical estimates based on the assumptions discussed above, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, and do not reflect certain compensation actions that may occur before the completion of the Merger. The actual amount of payments and benefits that each of the Company’s NEOs receive in connection with the Merger may be higher or lower than those appearing in the table above.

The Company expects that, following the completion of the Merger, the NEOs will continue to serve as officers of the Surviving Corporation. Assuming that each NEO does not experience a qualifying termination, upon the completion of the Merger the NEOs would not be entitled to receive any payments or benefits that are

payable pursuant to “double trigger” arrangements and would be entitled to receive only the payments or benefits that would become payable pursuant to “single trigger” arrangements.

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned directly by them in favor of the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal. As of [   ], 20[   ], the Record Date for the Special Meeting, our directors and executive officers directly owned, in the aggregate, [   ] shares of Company common stock entitled to vote at the Special Meeting, or approximately [   ]% of the voting power of all the outstanding shares of Company common stock and shares of Series B Preferred Stock, taken together as a single class. As discussed below in the section of this proxy statement entitled “The Merger (The Merger Agreement Proposal — Proposal 1),” the approval of the Merger Agreement Proposal requires the affirmative vote of both (1) the majority of the outstanding shares and (2) the majority of the unaffiliated shares. Our directors and executive officers will be excluded from the required vote by Unaffiliated Stockholders.

The following summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, which is attached hereto as Annex C, particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in this summary to (i) “Company stock” are to shares of the Company common stock, Series A Preferred Stock and Series B Preferred Stock, (ii) a “stockholder” are to the record holder of shares of the Company stock, (iii) a “beneficial owner” are to a person who is the beneficial owner of shares of the Company stock held either in voting trust or by a nominee on behalf of such person, and (iv) a “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, stockholders desiring to exercise their right to appraisal must (1) properly submit a written demand for an appraisal of their shares of Company stock to the Company prior to the stockholder vote on the Merger Agreement Proposal; (2) not submit a proxy or otherwise vote in favor of the Merger Agreement Proposal; (3) hold shares of Company stock upon the making of a demand under clause (1) and continue to hold their shares of Company stock through the effective date of the Merger; (4) not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (5) otherwise meet the criteria and follow the procedures set forth in Section 262. A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the effective date of the Merger and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Company under Section 262 and to be set forth on the Verified List (defined below). The shares of Company common stock are currently listed on a national securities exchange, and, assuming such shares remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Company common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of Company common stock entitled to appraisal exceeds 1% of the outstanding shares of Company common stock eligible for appraisal or (y) the value of the aggregate consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000. We refer to these conditions as the “Minimum Conditions.”

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case any such interest will accrue after the time of such payment only on the amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery and (2) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the Merger Consideration.

Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of the corporation’s stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Annex C carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Company stock must strictly comply with Section 262. In addition, a stockholder of record, a beneficial owner or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because receipt of a signed proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the Merger Agreement Proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the Merger Agreement Proposal, abstain or not vote his, her or its shares. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Any stockholder or beneficial owner wishing to exercise appraisal rights must deliver to the Company, before the vote on the Merger Agreement Proposal at the Special Meeting, a written demand for the appraisal of such person’s shares. Neither voting against the Merger Agreement Proposal nor abstaining from voting or failing to vote on the Merger Agreement Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Agreement Proposal. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Agreement Proposal at the Special Meeting will constitute a waiver of appraisal rights.

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the stockholder and state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. If a holder of record is submitting a demand with respect to shares owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares

are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of Company stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Company stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Company stock as to which appraisal is sought. Where no number of shares of Company stock is expressly mentioned, the demand will be presumed to cover all shares of Company stock held in the name of the holder of record.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (i) such beneficial owner continuously owns such shares through the effective date of the Merger and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of Section 262, and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the Company under Section 262 and to be set forth on the Verified List.

Although not expressly required by Section 262, the Company reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

Demands for appraisal may not be submitted by electronic transmission.

If the Merger is completed, within 10 days after the effective date of the Merger, the Surviving Corporation will notify each holder of Company stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the Merger Agreement Proposal, and any beneficial owner who has properly demanded appraisal, of the effective date of the Merger. At any time within 60 days after the effective date of the Merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the Merger Consideration offered pursuant to the Merger Agreement by delivering to the Company a written withdrawal of the demand for appraisal. Within 120 days after the effective date of the Merger, the Surviving Corporation or any person who has complied with Section 262 and is entitled to appraisal rights under Section 262, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the shares held by all the Company’s stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Company stock. Accordingly, any stockholders or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Company stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of shares of Company stock to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger Agreement Proposal and with respect to which we have received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting stockholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of Company stock or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication shall be approved by the Delaware Court of Chancery, and the costs of these notices shall be borne by the Surviving Corporation.

After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming Company common stock remained listed on a national securities exchange immediately prior to the Effective Time, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all holders of Company common stock who assert appraisal rights unless one of the Minimum Conditions is met.

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of Company stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described above).

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of Company stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Company stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration offered pursuant to the Merger Agreement is not an opinion as to, and may not in any manner address, “fair value” under Section 262. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration.

Neither the Company nor Parent anticipates offering more than the consideration offered pursuant to the Merger Agreement to any holder of shares of Company stock exercising appraisal rights, and the Company and Parent each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Company stock is less than the Merger Consideration. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, or other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under Subsection (k) of Section 262. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Company stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of Company stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger or if the person delivers to the Surviving Corporation a written withdrawal of the person’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Company stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to stockholders of record as of a time prior to the Effective Time. If no petition for an appraisal is filed, if the person who has made a demand for appraisal delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares within 60 days after the Effective Time in accordance with Section 262 or, with respect to holders of Company common stock, if neither of the Minimum Conditions is met (assuming the Company common stock remained listed on a national securities exchange immediately prior to the Effective Time), then the right of such person to an appraisal of such shares shall cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, no appraisal proceeding shall be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware

Court of Chancery made under subsection (j) of Section 262; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights. Consequently, any stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) whose shares of Company common stock are exchanged for cash pursuant to the Merger. This discussion is based on current provisions of the Code, the U.S. Treasury regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), all as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion, and we cannot assure you that the IRS will not challenge one or more of the tax consequences described in this discussion. This discussion does not address the Medicare tax on certain investment income, any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with any such agreement), nor any considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Company common stock that is for U.S. federal income tax purposes:

A “Non-U.S. holder” is a beneficial owner of shares of Company common stock that is an individual, corporation, estate or trust that is not a U.S. holder for U.S. federal income tax purposes.

This discussion applies only to U.S. holders who hold their shares of Company common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular circumstances, and does not apply to U.S. holders subject to special treatment under U.S. federal income tax laws, including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, U.S. holders subject to the alternative minimum tax, U.S. holders that have a “functional currency” other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes, S corporations, real estate investment trusts, regulated investment companies or other flow-through entities (and their respective investors), U.S. holders who hold shares of Company common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction for tax purposes, holders other than U.S. holders, U.S. holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement, U.S. holders who continue to own shares of Company common stock directly, indirectly or constructively after the Merger and U.S. holders who acquired their shares of Company common stock through the exercise of employee stock options or other compensation arrangements.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Company common stock, the tax treatment of a person treated as a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of Company common stock, you should consult your own tax advisor.

Holders of shares of Company common stock are urged to consult their own tax advisors regarding the particular tax consequences to them of the Merger, including the applicability and effect of any U.S. federal, state, local, foreign or other tax laws.

The receipt of cash in exchange for shares of Company common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Company common stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received, and (ii) the U.S. holder’s adjusted tax basis in such shares of Company common stock.

Any such gain or loss will be a long-term capital gain or loss if a U.S. holder’s holding period in the shares of Company common stock surrendered in the Merger exceeds one year as of the date of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. U.S. holders who acquired different blocks of shares of Company common stock at different times or different prices should consult their tax advisers as to the determination of the tax basis, gain or loss and holding period with respect to each such block.

Payments of cash made in exchange for shares of Company common stock pursuant to the Merger Agreement may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an applicable exemption from backup withholding should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

The Merger Agreement does not contain any financing-related contingencies or financing conditions to consummation of the Merger. Parent estimates that the total funds necessary to complete the Merger will be approximately $185 million, including related fees and expenses. Parent expects these amounts to be funded via $200 million from an equity investment by the Sponsor and certain investment funds affiliated with the Sponsor Fund VI. In addition, Parent may elect, if certain conditions are satisfied, to have the Series B Preferred Stock converted at the Closing into the right to receive an amount in cash equal to the Change of Control Redemption Price (as defined in, and pursuant to the terms of, the Certificate of Designation of the Series B Preferred Stock), which Parent estimates would require an additional $265 million.

In connection with the Merger, Parent delivered to the Company the Equity Commitment Letter, pursuant to which the Sponsor has committed, subject to the terms and conditions contained therein, to (1) purchase, or cause a permitted assignee or assignees to purchase, in cash, at or immediately prior to the Closing, $200 million of equity securities of Parent plus, to the extent necessary, an additional amount of equity securities of Parent for the payment of all related fees and expenses, in each case required to be paid at or immediately prior to the Closing (the “Closing Payment Commitment”) or (2) pay or cause a permitted assignee or assignees to pay in cash, (i) $43 million for the payment of monetary damages to the Company in the event of an issuance, following the termination of the Merger Agreement, of a final, nonappealable binding order of a court of competent jurisdiction that requires Parent and/or Merger Sub to pay damages to the Company for any fraud or in respect of a willful and material breach of the terms of the Merger Agreement plus any enforcement costs,

plus up to $2.5 million in reimbursable enforcement costs of the Company (the “Damages Commitment”), plus (ii) reimbursement of any costs incurred by the Company in cooperating with arranging debt financing (the “Reimbursement Commitment”) (the preceding clauses (1) or (2), as the case may be, the “Equity Financing”). Any monetary damages payable by either the Company or Parent for any breach of the Merger Agreement or any document executed in connection therewith (including for any willful and material breach, but excluding fraud) cannot exceed, in the aggregate, $43 million plus up to $2.5 million of reimbursable costs of enforcement (plus, in the case of damages payable by Parent, any reimbursable costs that the Company incurs in assisting Parent in arranging debt financing).

The obligation of the Sponsor to provide the Equity Financing is subject to a number of conditions, including (1) in respect of the Closing Payment Commitment only, the satisfaction or written waiver by the parties to the Merger Agreement, as applicable, of each of the conditions to such parties’ obligations to consummate the transactions contemplated by the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction of such conditions), and the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement, (1) in the case of the Reimbursement Commitment, the termination of the Merger Agreement and (3) in the case of the Damages Commitment, the termination of the Merger Agreement and a final order having been issued requiring Parent to pay damages to the Company in respect of fraud or a willful and material breach of the Merger Agreement prior to the date of such termination.

The obligation of the Sponsor to fund the Equity Financing, or cause the Equity Financing to be funded, shall automatically and immediately terminate upon the earliest to occur of (1) the consummation of the Closing and the payment of all amounts required to be paid at the Closing, including the payment of the Merger Consideration in accordance with the Merger Agreement, (2) the valid termination of the Merger Agreement in accordance with its terms, and (3) the Company or any of its affiliates, subsidiaries, officers or directors (other than Recused Directors) filing any claim or action against Parent, Merger Sub, the Sponsor or any of their respective affiliates, or, on behalf or at the request of the Company, any of the Company’s advisors or representatives, in connection with the transactions contemplated by the Merger Agreement, in each case other than (x) claims and/or actions by the Company against the Sponsor under the Equity Commitment Letter (to the extent expressly permitted thereby), (y) claims and/or actions by the Company against Parent and/or Merger Sub under the Merger Agreement (to the extent expressly permitted thereby), and (z) claims and/or actions by the Company under the Voting and Support Agreement.

The Company is an express third-party beneficiary only for the purpose of obtaining specific performance of Parent’s right to cause the Equity Financing to be funded by the Sponsor to Parent, to cause the Damages Commitment to be paid pursuant to a final, nonappealable binding order of a court of competent jurisdiction or to cause the Reimbursement Commitment to be paid, in each case, subject to the terms and conditions of the Equity Commitment Letter and the Merger Agreement. The Equity Commitment Letter may not be amended or otherwise modified without the prior written consent of Parent, the Company and the Sponsor.

As of the date hereof, the Parent has not obtained any debt financing commitments.

It is also expected that Merger Sub and/or Parent will incur approximately $[ ] million of legal, financial and other advisory fees.

The estimate for legal fees set forth in this proxy statement does not include any amounts attributable to any existing or future litigation challenging the Merger. All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement and the Merger and any other transactions contemplated by the Merger Agreement, will be paid by the party incurring such expense, except that (i) expenses incurred in connection with the filing fees for this proxy statement, the Schedule 13E-3 and filings under the HSR Act and any other antitrust law, (ii) expenses associated with printing and mailing the proxy statement and the Schedule 13E-3, (iii) costs and expenses associated with any amendments to the Loan Agreement (included incremental costs to maintaining such debt attributable to any such amendments) and (iv) if the Merger is consummated, all costs and expenses of the Company, shall be paid by Parent.

Under the HSR Act, certain transactions, including the Merger, may not be completed until pre-merger notifications have filed with the United States Department of Justice Antitrust Division (the “DOJ”) and the United States Federal Trade Commission (the “FTC”), and all statutory waiting period requirements have been satisfied. Completion of the Merger is subject to the expiration or termination of the applicable waiting periods under the HSR Act. The parties filed their notification and report forms under the HSR Act on December 6, 2022.

At any time before or after the Effective Time, the DOJ, the FTC, U.S. state attorneys general, as well as non-U.S. regulatory bodies could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the consummation of the Merger or conditionally approving the Merger upon certain regulatory conditions or remedies. Private parties may also seek to take legal action under the applicable laws under some circumstances. There can be no assurance that a challenge to the Merger will not be made or, if such a challenge is made, that it would not be successful.

The closing of the Merger will take place on the third business day following the day on which the last of the conditions to the closing of the Merger has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of those conditions), including the receipt of all required regulatory approvals and consents, unless otherwise agreed in writing by Parent and the Company. At the closing, the Company and Parent will cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger, and the Merger will become effective as of the time that the certificate of merger has been duly filed with and accepted by the Secretary of State of the State of Delaware (or at such later date as may be agreed by the parties in writing and specified in the certificate of merger).

At the Effective Time, each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically converted into the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement whereupon all such shares of Company common stock will be automatically cancelled, will cease to be outstanding and will cease to exist, and the holders of such shares of Company common stock will cease to have any rights with respect to their shares of Company common stock other than the right to receive the Merger Consideration, without interest. The Dissenting Shares and shares of Company common stock owned by the Company and not held on behalf of third parties or owned by Parent or Merger Sub will be cancelled without payment of any consideration and cease to exist and will not be converted into the right to receive the Merger Consideration in the Merger.

Prior to the Effective Time, Parent and Merger Sub will designate a paying agent to exchange the shares of Company common stock for the Merger Consideration. At or prior to the Effective Time, Parent or Merger Sub will deposit or cause to be deposited with the paying agent sufficient cash to pay the aggregate Merger Consideration. Parent will cause the paying agent to promptly pay each holder of record as of immediately prior to the Effective Time (other than those not entitled to Merger Consideration, as described in the preceding paragraph) Merger Consideration upon such holder providing the paying agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or upon the entry through a book-entry transfer

agent of the surrender of such shares of Company common stock on a book-entry account statement, as applicable, and the receipt by the paying agent of the appropriate letter of transmittal and other items specified by the paying agent. Interest will not be paid or accrue on any amount payable upon surrender of any shares of Company common stock. The paying agent will reduce the amount of any Merger Consideration paid by any applicable withholding taxes.

After the completion of the Merger, you will cease to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.

The paying agent will return to the Surviving Corporation or one of its affiliates, as designated by the Surviving Corporation, all funds in its possession at the one year anniversary of the Effective Time. After that time, if you have not received payment of the Merger Consideration, you may look only to the Surviving Corporation as general creditor thereof for payment of your claims for the Merger Consideration, subject to applicable abandoned property, escheat and other similar laws.

No provision has been made to grant the Company’s stockholders, other than Parent or its affiliates, access to the corporate files of the Company or any other party to the Merger or to obtain counsel or appraisal services at the expense of the Company or any other such party.

The Merger will be accounted for in accordance with GAAP. The Company, as the Surviving Corporation in the Merger, is considered the acquirer for accounting purposes. The Merger will result in the recognition of net assets acquired based on their estimated fair value.

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the principal document governing the Merger.

In reviewing the Merger Agreement, please remember that it is included to provide you with information regarding its terms. The Merger Agreement contains representations and warranties by each party to the Merger Agreement. These representations and warranties have been made for the benefit of the other party to the Merger Agreement and have been qualified by certain disclosures that were made to the other party in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement, and may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors.

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. The representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference within this proxy statement. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Merger Agreement provides for the Merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the Merger Agreement. As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation as a subsidiary of Parent.

Immediately prior to, but conditioned on, the Effective Time, the directors of the Company will resign from the Board. The directors of Merger Sub at the Effective Time, and the officers of the Company immediately prior to the Effective Time, in each case, shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the charter and bylaws of the Surviving Corporation.

At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time will be amended and restated to read in the same form as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (which shall include the terms of the Series A Preferred Stock of the Company and otherwise be in form and substance reasonably acceptable to Parent and the Company), until thereafter amended as provided in the Merger Agreement or as provided by applicable law, and the bylaws of Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation, until thereafter amended as provided in the Merger Agreement or as provided by applicable law.

If the Merger is completed, the Company common stock will be delisted from the Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded.

The Merger Agreement provides that the Closing will take place at 9:00 a.m. Eastern Time on the third business day following the day on which the last of the conditions to Closing (described in the section of this proxy statement entitled “— Conditions to the Merger”) has been satisfied or waived (to the extent waivable under applicable law and the Merger Agreement) other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of those conditions, or such other time and date as may be mutually agreed in writing by the Company and Parent.

Assuming receipt of required regulatory approvals and timely satisfaction of other Closing conditions, including the approval by our stockholders of the Merger Agreement Proposal, we currently expect the Closing

to occur in the first quarter of 2023. However, the parties cannot predict the exact timing of the completion of the Merger or whether the Merger will be completed at an earlier or later time, as agreed by the parties, or at all.

The Effective Time will occur upon the certificate of merger having been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as the Company and Parent may agree in writing and specify in the certificate of merger.

Each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be automatically converted into the right to receive from Parent $3.00 in cash, without interest. Each share of Company common stock immediately prior to the Effective Time that is a Dissenting Share, owned by the Company and not held on behalf of third parties or owned by Parent or Merger Sub, will be cancelled without payment of any consideration. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Corporation.

The share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive $3.00 in cash, without interest, unless the holder thereof did not vote in favor of the Merger Agreement or the Merger and has perfected and not withdrawn a demand for appraisal rights with respect to such share of Series A Preferred Stock pursuant to Section 262.

Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Series B convertible preferred stock of the Surviving Corporation; provided, that, in the event that five business days prior to the Effective Time, if, in addition to the amount required to fund all payments at the Closing including payment of all related fees and expenses, Parent has secured additional debt, equity or other sources of financing in an aggregate amount sufficient to pay an amount equal to the Change of Control Redemption Price (as defined in, and pursuant to the terms of, the Certificate of Designation of the Series B Preferred Stock) and to repay, prepay or discharge (after giving effect to the Merger and the redemption of Series B Preferred Stock) the principal of and accrued and unpaid interest on any indebtedness for borrowed money of the Company and its subsidiaries that will become due and payable as a result of the consummation of the transactions contemplated by the Merger Agreement (if any), then Parent may provide a written notice to the Company prior to the Effective Time (which such notice shall contain (x) adequate evidence of such secured financing, including definitive agreements for such secured financing and (y) irrevocably written confirmation from Parent that it stands ready, willing and able to consummate the Merger after giving effect to such alternative treatment of the Series B Preferred Stock), and upon delivery thereof, the treatment of the shares of Series B Preferred Stock in connection with the Merger shall be modified such that the shares of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the Change of Control Redemption Price (as defined in, and pursuant to the terms of, the Certificate of Designation of the Series B Preferred Stock); provided, further, that such alternative treatment will not be effected if it would, or would reasonably be expected to, (1) reduce or impair the funding of the Equity Financing or the Company’s ability to specifically enforce the obligation to fund the Equity Financing in accordance with the Equity Commitment Letter, (2) prevent or delay the Closing or the holders of shares of Company common stock from receiving their Merger Consideration or (3) result in, or increase the risk of, the creation of a lien on the Merger Consideration received by the holders of shares of Company common stock or any of their respective assets.

At the Effective Time: (1) each then outstanding Company stock option and each then outstanding Company stock appreciation right for which the exercise price per share or the base price per share, as applicable, is less than the Merger Consideration will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such Company stock option or the base price per share of such Company stock appreciation right, as applicable, and (y) the number of shares subject to such stock option or such stock appreciation right, as applicable; (2) each Company stock option and each Company stock appreciation right, in each case, whether vested or unvested, for which the exercise price per share or the base price per share, as applicable, is equal to or greater than the Merger Consideration will be cancelled without payment of any consideration; (3) each then outstanding restricted stock unit and phantom stock unit will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the Merger Consideration and (y) the number of shares subject to

such Company restricted stock unit or Company phantom restricted stock unit, as applicable; and (4) each then outstanding unvested restricted share of Company common stock will be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, in each case less applicable tax withholdings.

The number of performance-based restricted stock units and the number of performance-based phantom stock units, as applicable, earned with respect to the 2020 Company Performance Award, will be determined based on actual performance through the end of the performance period applicable to such 2020 Company Performance Awards and paid in accordance with the terms of the applicable award agreement; provided, however, that (x) performance in respect of the total shareholder return metric will be determined using a per share price equal to the Merger Consideration and (y) if the Effective Time occurs before payment has occurred with respect to the 2020 Company Performance Awards, at the Effective Time, each then outstanding 2020 Company Performance Award will be cancelled and converted into the right to receive, as soon as practicable after the end of the performance period applicable to such 2020 Company Performance Award and on or before March 15, 2023, an amount in cash (without interest and less applicable tax withholdings), equal to (A) the number of performance-based restricted stock units or the number of performance-based phantom stock units, as applicable, earned based on actual performance with the total shareholder return metric determined using a per share price equal to the Merger Consideration, multiplied by (B) the Merger Consideration.

At the Effective Time, the Post-2020 Company Performance Awards will automatically be cancelled and converted into the contractual right to receive a cash payment in an amount equal to the product of (x) the “target” number of performance-based restricted stock units or the “target” number of performance-based phantom stock units, as applicable, awarded pursuant to the terms of the applicable Post-2020 Company Performance Award (without proration for any portion of the performance period that has not yet been completed), and (y) the Merger Consideration. This cash-based award shall remain subject to the same terms and conditions as are applicable to such Post-2020 Company Performance Award immediately prior to the Effective Time, as applicable (including time-based vesting conditions and any termination-related vesting entitlements but excluding all performance-based vesting conditions). Notwithstanding anything to the contrary in any applicable award agreement or otherwise, if, on or within 12 months after the Effective Time, the continuous service with the Company of a holder of a Post-2020 Company Performance Award is terminated without cause or by the individual for good reason, such cash-based award will automatically become immediately and fully vested as of the date of termination of such holder’s continuous service with the Company and payment in respect of such fully-vested award shall be made within 30 days thereafter.

With respect to the Company’s employee stock purchase plan (“ESPP”), (1) except for the offer period in effect as of November 21, 2022, no new offer periods will be authorized or commenced under the ESPP, (2) no new individuals will be permitted to enroll in the ESPP and no increase in the amount of participants’ payroll deduction elections will be allowed, (3) if the current offer period has not terminated, it will terminate shortly before the Effective Time, (4) the Company will cause the exercise of each outstanding purchase right under the ESPP to occur before the Effective Time, and (5) the Company will terminate the ESPP effective immediately prior to the Effective Time.

At or prior to the Effective Time, Parent or Merger Sub will deposit, or will cause to be deposited, with the paying agent a cash amount in U.S. dollars sufficient to pay the aggregate Merger Consideration, other than in respect of the Excluded Shares as discussed below.

Promptly after the Effective Time, and in any event within five business days thereafter, Parent and the Surviving Corporation shall cause the paying agent to mail to each of our holders of shares of record immediately prior to the Effective Time (other than holders of Excluded Shares) (1) a notice advising such holders of the effectiveness of the Merger; (2) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon the delivery of the share certificates representing such shares of Company common stock (or affidavits of loss in lieu of such share certificates as provided in the Merger Agreement) or the transfer of the shares of Company common stock represented by book-entry not held, directly or indirectly, through The Depository Trust Company to the paying agent, and such materials will be in such form and having such provisions as Parent desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed); and (3) instructions advising each such holder of record how to surrender his, her or its shares of Company common stock in exchange for the Merger Consideration. Parent will

cause the paying agent to deliver to each holder of record, as promptly as reasonably practicable after the Effective Time, a check in the amount (after giving effect to any required tax withholdings) of the Merger Consideration to which such holder is entitled after delivery or transfer of such shares of Company common stock or Series A Preferred Stock. Interest will not be paid or accrue in respect of the Merger Consideration.

With respect to book-entry shares of Company common stock held, directly or indirectly, through The Depository Trust Company, Parent and the Company will cooperate to establish procedures with the paying agent, The Depository Trust Company, The Depository Trust Company’s nominees and other relevant intermediaries to ensure that the paying agent will transmit to The Depository Trust Company as promptly as practicable after the Effective Time, upon surrender of shares of Company common stock held of record by The Depository Trust Company or its nominees in accordance with The Depository Trust Company’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the paying agent, The Depository Trust Company, The Depository Trust Company’s nominees and such other necessary or desirable third-party intermediaries, the Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger.

In the event of a transfer of ownership of shares of Company common stock that is not registered in the transfer records of the Company, or if the Merger Consideration is to be paid in a name other than that in which the share certificate surrendered or transferred in exchange therefor is registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the share certificates may be issued to such transferee if the share certificates formerly representing such shares of Company common stock are presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Any holder of book-entry shares of Company common stock will not be required to deliver a share certificate or an executed letter of transmittal to the paying agent to receive the Merger Consideration that such holder is entitled to receive. Payment of the Merger Consideration with respect to book-entry shares of Company common stock will only be made to the person in whose name such book-entry shares of Company common stock are registered in the stock transfer records of the Company.

From and after the Effective Time, there will be no transfers on the stock transfer books of the Company of the shares of Company common stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any share certificate or acceptable evidence of a book-entry share is presented to the Surviving Corporation, Parent or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder is entitled to receive as a result of the Merger.

If any cash deposited with the paying agent remains unclaimed by, or otherwise undistributed to, holders of shares of Company common stock by the one year anniversary of the Effective Time, such cash will be delivered to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation. Thereafter, holders of Company common stock (other than holders of Excluded Shares) who have not received payment due to non-compliance with the exchange procedures will be entitled to look only to the Surviving Corporation (as general unsecured creditors thereof) with respect to payment of the Merger Consideration (after giving effect to any required tax withholdings), without any interest thereon.

Parent, the Company, Merger Sub, the Surviving Corporation and the paying agent, as applicable, will be entitled to deduct and withhold from the amounts otherwise payable pursuant to the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable federal, state, local or foreign tax law. To the extent that amounts are so withheld and timely remitted to the applicable governmental authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

We made customary representations and warranties in the Merger Agreement that are subject, in many cases, to exceptions and qualifications contained in the Merger Agreement, in the Company’s confidential disclosure schedule delivered to Parent in connection with execution of the Merger Agreement (the “disclosure schedule”) or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

Many of our representations and warranties are qualified by, among other things, a “material adverse effect” standard. For purposes of the Merger Agreement, a “material adverse effect” is any change, effect, event, occurrence, circumstance or development (which we collectively refer to as an “effect”) that is materially adverse to the business, operations or financial condition of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from the following:

The Merger Agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

The representations and warranties in the Merger Agreement of each of the Company, Parent and Merger Sub will not survive the consummation of the Merger or the termination of the Merger Agreement pursuant to its terms.

Under the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, except (1) as expressly contemplated or required by the Merger Agreement; (2) as required by applicable law; (3) as approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned); (4) as set forth on the disclosure schedule; or (5) subject to certain restrictions, for any necessary or advisable actions taken in good faith to respond to the actual or reasonably anticipated effects of COVID-19 or to comply with COVID-19 Measures, the Company (A) will, and will cause its subsidiaries to, use its and their reasonable best efforts to conduct their respective businesses in the ordinary course of business and preserve intact their business organizations and relationships with customers, suppliers, distributors and other Persons with which it has material business dealings and to remain in material compliance with all of its obligations under, and to not allow an event of default to occur under, the Credit Agreement and (B) will not, and will cause its subsidiaries not to:

Parent and Merger Sub also agreed that, from the date of the Merger Agreement until the Effective Time, they will not, and will cause their respective affiliates not to (including through the Equity Financing and the use of negative control rights where available), directly or indirectly, invest in or acquire, or agree to invest in or acquire, any person (a “specified acquisition”), if the entering into of a definitive agreement relating to or consummating the specified acquisition would reasonably be expected to (1) prevent, materially delay or materially impair the obtaining of, or adversely affect in any material respect the ability of Parent or its affiliates to obtain, any authorizations, consents, orders, declarations or approvals of any governmental authority or the

expiration or termination of any applicable waiting period necessary to consummate the transactions contemplated by the Merger Agreement, or (2) materially increase the risk of any governmental authority entering an order, ruling, judgment or injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement.

Except as expressly permitted by the terms of the Merger Agreement described below, the Company has agreed in the Merger Agreement that neither the Company nor any of its subsidiaries, nor any of the officers and directors of the Company or its subsidiaries will, and the Company will instruct and use its reasonable best efforts to cause its and its subsidiaries’ investment bankers, attorneys, accountants and other advisors or representatives, along with employees (including any officers and directors) (which we collectively refer to as “representatives”) not to, directly or indirectly:

The Merger Agreement defines the term “acquisition proposal” to mean any proposal, offer or indication of interest from a third party that, if consummated, would result in (1) a direct or indirect purchase or acquisition by such third party of the assets of the Company constituting 15% or more of the consolidated net revenues, net income or total assets (including equity securities of the subsidiaries of the Company) of the Company and its subsidiaries, taken as a whole; (2) any direct or indirect purchase or acquisition by such third party of beneficial ownership of 15% or more of the total voting power of the Company; or (3) a direct or indirect merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or other similar transaction involving the Company pursuant to which such third party (or its equityholders) would hold securities representing 15% or more of the total voting power of the Company (or the surviving or resulting entity) after giving effect to such transaction.

The Company also agreed in the Merger Agreement that the Company will, and will cause its subsidiaries and its and their respective officers and directors to, and will instruct and use its reasonable best efforts to cause each of its and their respective other representatives to, (1) immediately cease and cause to be terminated any discussions or negotiations with any third party that would be prohibited by the non-solicitation provisions of the Merger Agreement and cease providing any further information with respect to the Company or any acquisition proposal to any such third party or its or their representatives; (2) promptly (but in any event within 48 hours of the execution of the Merger Agreement) terminate all access granted to any such third party and its or their representatives to any physical or electronic data room (or any other diligence access); and (3) within five business days following the execution of the Merger Agreement, request in writing the prompt return or

destruction of all non-public information concerning the Company and its subsidiaries theretofore furnished to any such person with whom a confidentiality agreement with respect to an acquisition proposal was entered into at any time within the ten-month period immediately preceding the date of the Merger Agreement.

Notwithstanding the foregoing, the Company and Parent also agreed that, at any time prior to the time the Company’s stockholders adopt the Merger Agreement, in response to an unsolicited bona fide written acquisition proposal received after the date of the Merger Agreement that did not result from a breach of the non-solicitation provisions of the Merger Agreement, the Company may, or may authorize its representatives to:

The Merger Agreement defines the term “superior proposal” to mean a bona fide written acquisition proposal (with references to 15% being deemed to be replaced with references to 50%) by a person or group (other than the affiliated stockholders or any of their respective affiliates) that (1) was not the result of a breach of the non-solicitation provisions of the Merger Agreement and (2) either the Board or the Special Committee determines in good faith, after consultation with its financial advisor and outside legal counsel and after taking into account the certainty and timing of Closing, financing arrangements and the form, amount and timing of payment of consideration of such proposal, the person or group making such proposal and such other legal, financial (including any termination fee amounts and conditions), regulatory and all other relevant aspects of such proposal, as the Board or Special Committee deems in good faith relevant, would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of the shares of Company common stock than the Merger (taking into account any revisions (or proposed revisions) to the terms of the Merger Agreement and the Equity Commitment Letter in writing prior to the time of such determination).

From and after the execution of the Merger Agreement until the earlier of the termination of the Merger Agreement and the Effective Time, the Company agrees to promptly (and, in any event, within 24 hours) notify Parent in writing if any inquiries, proposals, indications of interest or offers with respect to an acquisition proposal are received by, any information is requested with respect to an acquisition proposal from, or any discussions or negotiations are sought to be initiated or continued with respect to an acquisition proposal with, it or any of its representatives indicating, in connection with such notice, the material terms and conditions of any inquiry, proposal (including, for the avoidance of doubt, the form and amount of consideration and proposed financing arrangements), or offer (including the identity of the third party making such inquiry, proposal, indication of interest or offer and, if applicable, copies of any written request, inquiry, proposal, indication of interest or offer, including proposed agreements, commitment letters (subject to customary redactions of any debt financing documents) and any other written communications relating thereto, but excluding, for the avoidance of doubt, drafts of agreements to the extent they do not constitute or form a part of the acquisition proposal or request) and thereafter to keep Parent informed, on a prompt basis (and, in any event, within 24 hours), of the status and terms of any such proposal, inquiry, indication of interest or offer (including any amendments thereto and any new, amended or revised written materials and written communications relating thereto provided to the Company and its representatives) and the status of any such discussions or negotiations.

The Merger Agreement provides that (subject to certain exceptions described below) neither the Board nor the Special Committee will (1) withhold, withdraw, qualify or modify (in a manner adverse to Parent), or publicly propose or resolve to withhold, withdraw, qualify or modify (in a manner adverse to Parent), the Company recommendation (it being understood that it will be considered a modification adverse to Parent that is material if any acquisition proposal structured as a tender or exchange offer is commenced and the Board, including the Special Committee, fails to publicly (x) recommend against acceptance of such tender or exchange offer by the holders of shares of Company common stock and (y) reaffirm the Company recommendation, in each case, within 10 business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act; (2) authorize, adopt, approve, endorse, recommend, or publicly declare advisable (or publicly propose to do any of the foregoing), any acquisition proposal; (3) fail to include the Company recommendation in the proxy statement; (4) fail to publicly reaffirm the Company recommendation in response to an acquisition proposal that has been publicly disclosed within 10 business days after Parent so requests in writing (provided that the Company will not be obligated to reaffirm the Company recommendation more than once per acquisition proposal (unless the terms of such acquisition proposal change in any material respects and such change is publicly announced or disclosed)); or (5) except as expressly permitted by, and after compliance with certain provisions of the Merger Agreement, approve or recommend, or declare advisable or propose to enter into, or cause or permit the Company to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, Merger Agreement, joint venture agreement, share exchange agreement or other similar definitive agreement with respect to any acquisition proposal (other than a customary confidentiality agreement) (any of the foregoing, a “change of recommendation”).

Notwithstanding the foregoing, the Company and Parent agreed that, prior to receipt of the requisite Company stockholder approvals, in response to an unsolicited bona fide written acquisition proposal that did not arise from a breach of the non-solicitation obligations set forth in the Merger Agreement, either the Board (acting on the recommendation of the Special Committee) or the Special Committee may effect a change of recommendation (or terminate the Merger Agreement in order to enter into an alternative acquisition proposal providing for a superior proposal, in which case the Company will be required to pay a termination fee of $15,000,000 to Parent, as described in the section of this proxy statement entitled “The Merger Agreement — Termination”), if, prior to taking such action, (1) the Board (acting on the recommendation of the Special Committee) or the Special Committee, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, that such acquisition proposal is a superior proposal and the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law, and (2) the Company complies with certain procedures that, among other things, require the Company to provide Parent with four business days’ prior written notice that the Company has received such proposal, as described below.

The Company further agreed that the Board (acting on the recommendation of the Special Committee) or the Special Committee will not make a change of recommendation in response to an acquisition proposal (or terminate the Merger Agreement in order to enter into an alternative acquisition proposal providing for a superior proposal, in which case the Company will be required to pay a termination fee of $15,000,000 to Parent), unless:

Note, however, that in the event of any change to the financial terms of, or any other material amendment or material modification to, any superior proposal, the Company will deliver each time a new written notice to Parent and will comply with the procedure described in this section, except that the notice period is reduced to three business days.

Notwithstanding the foregoing, the Company and Parent agreed that, prior to the time the stockholders of the Company adopt the Merger Agreement, in response to an intervening event, the Board (acting on the recommendation of the Special Committee) or Special Committee may effect a change of recommendation if, prior to taking such action, (1) the Board (acting on the recommendation of the Special Committee) or the Special Committee, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law and (2) the Company gives four business days’ prior written notice to Parent that the Board or Special Committee, as applicable, has determined that an intervening event has occurred or arisen and that the Board or Special Committee, as applicable, intends to effect a change of recommendation, and after giving such notice and prior to effecting such change of recommendation, the Company must negotiate (and must cause its representatives to negotiate) in good faith with Parent and its representatives (to the extent Parent wants to negotiate) to make such adjustments or revisions to the terms and conditions of the Merger Agreement and the Equity Commitment Letter in response thereto, and at the end of the four business day period, prior to taking action to effect a change of recommendation, the Board (acting on the recommendation of the Special Committee) or the Special Committee takes into account any adjustments or revisions to the terms and conditions of the Merger Agreement or the Equity Commitment Letter proposed by Parent in writing and any other information offered by Parent in response to such notice, and determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to effect a change of recommendation in response to such intervening event would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law.

An “intervening event” means any material change, effect, event, occurrence or development that was not known or reasonably foreseeable by the Special Committee or the Board (other than Recused Directors) as of the date of the Merger Agreement (or, if known or reasonably foreseeable, only the portion of such change, effect, event, occurrence or development of which the magnitude or material consequences were not known or reasonably foreseeable by the Special Committee or the Board (other than Recused Directors) as of the date of the Merger Agreement); provided, however, that in no event will (1) the receipt, existence or terms of an actual or possible acquisition proposal or any matter relating thereto or the consequences thereof; (2) any change, in and of itself, in the price or trading volume of the shares of Company common stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition); or (3) the fact, in and of itself, that the Company meets, exceeds (or fails to meet) internal or published projections, forecasts, estimates, predictions or guidance or any matter relating thereto or consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition), constitute or be deemed to contribute to an intervening event.

The Company has agreed to take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to set a record date for, duly give notice of, convene and hold a meeting of its stockholders, to be duly called and held as promptly as reasonably practicable after clearance of this proxy statement by the SEC (and in no event later than the 30th day following the first mailing of the proxy statement

without the written consent of Parent), for the purpose of considering and voting on the approval of the Merger Agreement. The Company is permitted to postpone or adjourn such meeting in certain circumstances related to soliciting additional proxies or requirements of applicable law. The Company has agreed that the Board will recommend adoption of the Merger Agreement to the Company’s stockholders, subject to the provisions of the Merger Agreement discussed above under “The Merger Agreement — No Solicitation of Acquisition Proposals; Board Recommendation Changes.”

Concurrently with the execution of the Merger Agreement on November 21, 2022, Mr. Schwartz and the PSP Stockholders, who collectively own all issued and outstanding shares of the Series B Preferred Stock (or approximately 39% of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting) entered into the Voting and Support Agreement with the Company and, solely for the purposes described therein, PSV LP, in connection with the transactions contemplated by the Merger Agreement (as described in the section of this proxy statement entitled “The Voting and Support Agreement”). Pursuant to the Voting and Support Agreement, Mr. Schwartz and the PSP Stockholders agreed to, and to cause their applicable affiliates to, affirmatively vote or execute consents with respect to all shares of Series B Preferred Stock and Company common stock owned by them as follows, unless the Board (acting upon the recommendation of the Special Committee) or the Special Committee has made a change of recommendation that amounts to a recommendation against the Merger Agreement Proposal and that has not been rescinded or withdrawn (in which case Mr. Schwartz and the PSP Stockholders will be permitted to vote their shares of Series B Preferred Stock and Company common stock in any manner they choose in their sole discretion):

The Company, Parent and Merger Sub will cooperate with each other and use their respective reasonable best efforts to:

In addition, subject to the terms of the Merger Agreement, if any objections are asserted with respect to the Merger or any other transactions contemplated by the Merger Agreement under the HSR Act or any other applicable antitrust laws, or if any lawsuit or other proceeding, whether judicial or administrative, is instituted (or

threatened to be instituted), including any proceeding by a governmental authority or private party, challenging the Merger or any other transactions contemplated by the Merger Agreement as violative of any antitrust law or which would otherwise prohibit or materially impair or delay in connection with any antitrust law the consummation of the Merger and any other transactions contemplated by the Merger Agreement, each of the Company and Parent have agreed to use (and to cause their respective subsidiaries to use) their respective reasonable best efforts to resolve any objections.

In furtherance of the foregoing, Parent will, so as to enable the Closing to occur as promptly as practicable, propose, negotiate, commit and effect, by consent decree, hold separate order, or otherwise to (1) sell, divest, dispose of or otherwise hold separate (including by establishing a trust or otherwise), any of the businesses, assets or properties of Parent, the Company or their respective subsidiaries and (2) otherwise take or commit to take actions that after the Closing would limit Parent’s, the Company’s or any of its subsidiaries’ freedom of action with respect to, or its ability to operate and/or retain any of the businesses, assets or properties of Parent, the Company or any of their respective subsidiaries; provided, however, that Parent and the Company will not be required to take or agree to take any such actions unless it is binding on or otherwise applicable to Parent or the Company only from and after the Effective Time and that Parent will not be required to take any such actions as it relates to any affiliate of Parent (other than Merger Sub, the Company and their respective subsidiaries).

Subject to the terms and conditions of the Merger Agreement, each of Parent and Merger Sub have agreed to take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper and advisable to obtain the Equity Financing on the terms and conditions described in the Equity Commitment Letter, including by (1) maintaining in effect the Equity Commitment Letter in accordance with the terms and subject to the conditions thereof; (2) complying with its obligations under the Equity Commitment Letter; (3) satisfying on a timely basis the conditions to funding the Equity Financing in the Equity Commitment Letter, if any, that are within Parent’s or Merger Sub’s control; (4) consummating the Equity Financing at or prior to the Closing, including causing the Sponsor to fund the Equity Financing at the Closing; (5) complying with its obligations pursuant to the Equity Commitment Letter; and (6) enforcing its rights pursuant to the Equity Commitment Letter. Parent and Merger Sub will seek to enforce, including by bringing an action for specific performance, the Equity Commitment Letter if the Company seeks and is granted a decree of specific performance of the obligation to consummate the Merger.

Parent and Merger Sub have agreed not to permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letter if such amendment, modification or waiver would, or would reasonably be expected to, (1) reduce the aggregate amount of the Equity Financing; (2) impose new or additional conditions, contingencies or other terms; (3) otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing or any other terms to the Equity Financing in a manner that, in each case, would reasonably be expected to (x) delay or prevent the occurrence of the Closing or (y) make the timely funding of the Equity Financing, or the satisfaction of the conditions to obtaining the Equity Financing, less likely to occur in any respect; or (4) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Equity Commitment Letter.

Parent and Merger Sub have agreed to give the Company prompt notice (1) of any breach (or threatened breach) or default (or any event or circumstance that, with or without notice or lapse of time, or both, would reasonably be expected to give rise to any breach or default) by any party to the Equity Commitment Letter; (2) of any dispute or disagreement between or among any parties to the Equity Commitment Letter with respect to the Merger Agreement, the Equity Commitment Letter, the Merger or the other transactions contemplated by the Merger Agreement, or the Equity Financing; and (3) if for any reason Parent or Merger Sub at any time believes that it will not be able to obtain all or any portion of the Equity Financing on the terms, in the manner or from the sources contemplated by the Equity Commitment Letter. Parent will provide any information reasonably requested by the Company relating to any of the circumstances referred to in the previous sentence as soon as reasonably practical (but in any event within two business days) after the date that the Company delivers a written request therefor to Parent.

To the extent required by Parent or Merger Sub for the purpose of obtaining any debt financing in connection with the Merger, the Company has agreed to use its reasonable best efforts, and to cause each of its subsidiaries or representatives to use their reasonable best efforts, to provide to Parent or Merger Sub, on a

timely basis, all cooperation and assistance reasonably requested or that is customary in arranging and obtaining debt financing, if any (provided that such requested cooperation is consistent with applicable laws and does not unreasonably interfere with the operations of the Company and its subsidiaries), including: (1) (x) participate (and causing senior management and representatives of the Company to participate) in a reasonable and limited number of meetings, presentations, sessions with banks, potential lenders or ratings agencies and due diligence sessions in respect of the debt financing during normal business hours, without business disruption, consistent with applicable law and upon reasonable advance notice and (y) assist with the preparation of appropriate and customary materials for any such presentations, offering and syndication documents (including lender and investor presentations, bank information memoranda and similar documents) and other marketing documents required in connection with the debt financing (if any); (2) assist Parent with providing information reasonably required in connection with the preparation of pro forma financial information and pro forma financial statements to the extent required by the debt financing sources; (3) assist Parent in connection with the preparation, delivery and registration of any pledge and security documents and other definitive financing documents (and any disclosure schedules thereto), in each case, as may be reasonably requested by Parent or the debt financing sources, and necessary to facilitate the pledging of collateral and the granting of security interests (and perfection thereof) in respect of the debt financing; (4) deliver notices of prepayment within the time periods required by the Credit Agreement, assisting Parent in obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, in each case, in form and substance reasonably satisfactory to Parent, and give any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all obligations (other than contingent obligations for which no claim has been asserted) under the Credit Agreement; (5) take such actions as are reasonably requested by Parent or Merger Sub or the debt financing sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the debt financing (other than conditions precedent that are in the control of Parent and/or Merger Sub), including the execution and delivery of customary solvency certificates with regards to the Company and its affiliates after giving effect to Parent or Merger Sub’s acquisition thereof; (6) furnish Parent and the debt financing sources with all documentation and other pertinent information about the Company and its subsidiaries as is reasonably requested by Parent at least 10 business days prior to the Closing, in accordance with the requirements of the debt financing sources, relating to applicable “know your customer” and anti-money laundering rules and regulations; and (7) permit the use of the Company’s and its subsidiaries’ logos in connection with the debt financing.

Notwithstanding the foregoing, in no event will the Company or any of its Subsidiaries be required under the Merger Agreement to (1) waive or amend any terms of the Merger Agreement or any other contract, provide any additional security or guaranties or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior or concurrent reimbursement by or on behalf of Parent; (2) enter into any definitive agreement or distribute any cash prior to the Effective Time; (3) give any indemnities in connection with the debt financing that are effective prior to the Effective Time; or (4) take any action that, in the good faith reasonable determination of the Company, would (x) unreasonably interfere with the conduct of the business of the Company and its subsidiaries; (y) cause any representation or warranty or covenant contained in the Merger Agreement to be breached; or (z) cause the Company or any of its subsidiaries to materially violate or waive any attorney-client or other applicable privilege or breach any applicable law or certificate of incorporation, bylaws or similar organizational or governing document. In addition, (a) no action, liability or obligation of the Company, any of its subsidiaries or any of their respective representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the debt financing will be effective until the Effective Time (other than in respect of any customary authorization letter); (b) neither the Company nor any of its subsidiaries will be required to take any action pursuant to any certificate (other than a customary authorization letter), agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time; and (c) any bank information memoranda required in relation to the debt financing will contain disclosure and financial statements reflecting the Surviving Corporation or its subsidiaries as the obligor. In addition, the debt financing cooperation covenants will not require (1) any representative of the Company or any of its subsidiaries to deliver any certificate or opinion or take any other action that could reasonably be expected to result in personal liability to such representative; (2) the Board to approve any financing or contracts related thereto that would be effective prior to the Effective Time; and (3) the Company and its subsidiaries to take any action that would conflict with or violate its organizational documents or any applicable laws, or result in a violation or breach of, or default under, any agreement to which the Company or any of it is subsidiaries is a party binding on the Company.

Parent and Merger Sub have agreed to indemnify Company for certain expenses and damages incurred in connection with the Company’s cooperation with the debt financing and, in the event the Closing does not occur, reimburse the Company for any documented and reasonable out-of-pocket costs and expenses (including documented and reasonable out-of-pocket attorneys’ fees of one outside counsel) incurred by the Company or its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries with the debt financing.

Parent has agreed to provide, or to cause the Company or its subsidiaries to provide, each employee of the Company or any of its subsidiaries as of immediately prior to the Effective Time who continues to be employed with the Company or its subsidiaries immediately following the Effective Time (each such employee, a “Continuing Employee”), during the period commencing on the closing date of the Merger and ending on the first anniversary thereof (or the date of termination of employment of the relevant Continuing Employee, if sooner), with (1) a base salary or base wage, as applicable, no less favorable than the base salary or base wage provided to such Continuing Employee by the Company or its subsidiaries immediately prior to the Effective Time, (2) an annual target cash bonus opportunity (excluding any equity or equity-based incentive compensation or long-term incentives arrangement) that is no less favorable than the annual target cash bonus opportunity as in effect for such Continuing Employee immediately prior to the Effective Time (subject to the same exclusions), and (3) employee benefits (excluding any defined benefit pension, equity or equity-based arrangement, long-term incentive arrangement, nonqualified deferred compensation benefits, post-termination arrangement or retiree health and welfare benefits plan or arrangement) that are substantially comparable in the aggregate to the employee benefits provided to such Continuing Employee immediately prior to the Effective Time (subject to the same exclusions). Additionally, Parent has agreed that each Continuing Employee who experiences a severance-qualifying termination of employment within 12 months following the closing date of the Merger will be provided with severance payments and benefits no less favorable than those that would have been provided to such Continuing Employee upon such a qualifying termination under the applicable severance policy or individual employment, severance or separation agreement or other arrangement in effect immediately prior to the Effective Time, under circumstances that would have given the Continuing Employee a right to severance payments and benefits under such plan, agreement or arrangement.

Parent has agreed to, and to cause the Company or its subsidiaries to, use commercially reasonable efforts to cause, during the plan year in which the Closing occurs, (1) any pre-existing conditions and eligibility waiting periods under any group health plans of Parent or its affiliates in which Continuing Employees participate (the “Parent plans”) in the year in which the closing date of the Merger occurs to be waived with respect to the Continuing Employees and their eligible dependents to the extent such conditions or limitations were waived or satisfied under the corresponding Company plan in which such Continuing Employee participated immediately prior to the Effective Time; (2) the amount of eligible expenses paid by each Continuing Employee and his or her eligible dependents during the portion of the plan year ending on the closing date of the Merger that were credited to deductible and maximum out-of-pocket requirements under the Company plan that is a group health plan to be credited for purposes of satisfying the corresponding deductible and maximum out-of-pocket requirements under the corresponding Parent plans for the applicable plan year; and (3) the Parent plans in which the Continuing Employees are entitled to participate following the Closing to take into account for purposes of eligibility, vesting and future vacation benefit accrual thereunder (excluding any defined benefit pension, equity or equity-based arrangement, long-term incentive arrangement, nonqualified deferred compensation, post-termination arrangements or retiree health and welfare benefit plans or arrangements), service by such Continuing Employees to the Company or any of its subsidiaries or predecessors as if such service were with Parent, to the same extent and for the same purpose as such service was credited under the corresponding Company plan, in each case, except to the extent it would result in a duplication of compensation benefits or could in any way apply to a defined benefit plan.

The Compensation and Talent Committee of the Board is permitted to determine the final amounts payable under the Company’s annual bonus plans in respect of the 2022 fiscal year, and will pay such amounts at such time annual bonuses have historically been paid by the Company.

Under the Merger Agreement, the parties to the Merger Agreement acknowledge and agree that the transactions contemplated by the Merger Agreement will constitute a “change in control,” “change of control” or term or concept of similar import of the Company and its subsidiaries under the terms of the Company plans.

The respective obligations of the Company, Parent and Merger Sub to effect the Merger are subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following additional conditions:

The Company’s obligation to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the effective time of the following additional conditions:

The Company and Parent may, by mutual written consent, terminate the Merger Agreement and any other transactions contemplated by the Merger Agreement and abandon the Merger at any time prior to the Effective Time.

The Merger Agreement may also be terminated and the Merger abandoned at any time prior to the Effective Time, as follows: