AGFSW 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of the Company who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights with respect to such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (the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.”

The Special Committee did not seek to establish a pre-merger going concern value for the Company, and therefore no such value was considered by the Special Committee in making its fairness determination. Rather, the Special Committee believed 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,” were indicative of going concern values for the Company as it continues to operate its business. The Special Committee did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the Special Committee'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 Special Committee 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.

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.

The PSP Entities did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the PSP Entities’ 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 PSP Entities 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 PSP Entities did not consider the value of the Company as a going concern in evaluating the Merger because of its belief that that the trading price of the shares of Company common stock at any given time represents the best available indicator of the Company's going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction.

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.”

PSP retained Evercore as PSP’s financial advisor in connection with its consideration of the acquisition by PSP of the outstanding shares of Company common stock that were not owned by PSP. In this capacity, representatives of Evercore provided PSP with financial advice and assistance, including performing financial analyses and assisting PSP in negotiating the financial aspects of the transactions contemplated by the Merger Agreement. Although Evercore generally acted as financial advisor to PSP, Evercore was not requested to provide, and it did not provide, to PSP, the Company, the holders of any class of the capital stock of the Company, or any other person (i) any opinion as to the fairness, from a financial point of view or otherwise, of the transactions contemplated by the Merger Agreement or the Merger Consideration to PSP, any holder of shares of Company common stock, or the holders of any other class of capital stock of the Company, (ii) any valuation of PSP or the Company for the purpose of assessing the fairness of the Merger Consideration to any such person or (iii) any advice as to the underlying decision by PSP to engage in the transactions contemplated by the Merger Agreement, or as to any other matter. Because Evercore was not requested to, and did not, deliver a fairness opinion in connection with the transactions contemplated by the Merger Agreement, it did not convene an opinion committee for the purpose of rendering a fairness opinion, did not perform the financial analyses that it performed with a view towards those analyses supporting a fairness opinion and did not perform other financial analyses that it might have performed had it been requested by PSP to render a fairness opinion. At various times during the course of Evercore’s engagement as financial advisor to PSP, representatives of Evercore discussed with the management of PSP various considerations with respect to the acquisition by PSP of the outstanding shares of Company common stock that were not owned by PSP, which discussions included a presentation prepared by representatives of Evercore (the “Evercore Presentation”). The analyses and information contained in the Evercore Presentation were included by Evercore based on discussions between the management of PSP and the representatives of Evercore regarding what analyses and information would be helpful to the management of PSP at various points during the course of the transaction, and Evercore’s professional judgment and experience. The Evercore Presentation was sent to the management of PSP. References to the management of PSP in this section Summary of Presentation Provided by Evercore refer to the limited subgroup of PSP’s executive management that were involved with the negotiation of the transactions contemplated by the Merger Agreement.

The Evercore Presentation was provided solely for the benefit of the management of PSP (in the members’ capacities as such) for their information and assistance in connection with their consideration of the transactions contemplated by the Merger Agreement. The Evercore Presentation does not convey rights or remedies upon the holders of any class of capital stock of the Company or any other person and should not be relied on as the basis for any other purpose or any investment decision.

The full text of the Evercore Presentation, which sets forth assumptions made in connection with the analysis, has been filed as an Exhibit to the Schedule 13E-3 of which this proxy statement forms a part filed with the SEC in connection with the transactions contemplated by the Merger Agreement and are incorporated herein by reference. The Schedule 13E-3, including the Evercore Presentation, may be examined at, and copies may be obtained from, the SEC in the manner described under “Where You Can Find More Information.” The information in the Evercore Presentation is subject to the assumptions, limitations, qualifications and other conditions contained therein and is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, the date of such presentation. The Evercore Presentation does not constitute a recommendation to the Company, PSP or any other entity with respect to the transactions contemplated by the Merger Agreement, or any other matter. The Evercore Presentation does not constitute, and is not intended to represent, any view or opinion as to the fairness, from a financial point of view or otherwise, of the transactions contemplated by the Merger Agreement, any aspect, term or implication of the Merger Consideration to PSP, the Company stockholders or to any other person.

In connection with the Evercore Presentation, Evercore reviewed, among other things, certain publicly available business and financial information concerning PSP and the Company, the September Projections, and certain nonpublic information regarding the business and prospects of PSP prepared by, at the direction of or in concert with the management of PSP, including the lender model used in the financing process (such model, the “Lender Case”), as approved for Evercore’s use by PSP. The management of PSP did not give any specific instructions nor impose any limitations on Evercore with respect to Evercore’s preparation of the Evercore Presentation.

Evercore also held discussions with certain members of the management of PSP regarding their assessment of the strategic and financial rationale for, and the potential benefits of, the transactions contemplated by the Merger Agreement and the past and current business operations, financial condition, and future prospects of PSP and the Company and considered such other factors, as Evercore deemed appropriate.

In preparing the Evercore Presentation and providing the analysis set forth in the Evercore Presentation, Evercore, with PSP’s consent, relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy, completeness and reasonableness of all industry, financial, legal, regulatory, tax, accounting and other information that was publicly available or obtained from data suppliers and other third parties or was furnished to or discussed with Evercore by PSP or otherwise reviewed by or for Evercore. No representation or warranty, express or implied, was made by Evercore in relation to the accuracy or completeness of the information presented in the Evercore Presentation or its suitability for any particular purpose. Evercore (i) expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of any financial projections, other estimates and other forward-looking information or the assumptions upon which they are based and (ii) relied upon the assurances of the management of PSP that they were unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, other estimates and other forward-looking information) incomplete, inaccurate or misleading. Evercore did not conduct and was not provided with any independent valuation or appraisal of any assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of PSP, the Company or any other company or business, nor did Evercore evaluate the solvency of PSP, the Company or any other company or business under any state or federal laws relating to bankruptcy, insolvency or similar matters or the ability of PSP or the Company to pay their respective obligations when they come due. With respect to (i) the financial projections and any estimates or other forward-looking information provided by or discussed with PSP, (a) Evercore was advised by the management of PSP, and Evercore assumed, that such financial projections, estimates and other forward-looking information utilized in their analyses had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of PSP as to the expected future performance of PSP and the Company and (b) Evercore assumed that such financial projections, estimates and other forward-looking information had been reviewed by the management of PSP with the understanding that such information would be used and relied upon by Evercore in connection with the preparation of the Evercore Presentation and the performance of the analyses set forth therein, and (ii) any financial projections, other estimates and/or other forward-looking information obtained by Evercore from public sources, data suppliers and other third parties, Evercore assumed that such information was reasonable and reliable. Evercore expressed no view as to any of the foregoing analyses, projections or forecasts or the assumptions on which they were based, and the management of PSP confirmed that Evercore could rely upon such analyses, projections, assumptions and forecasts when preparing the Evercore Presentation and in rendering the analysis set forth therein. Evercore, with the consent of PSP, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof; accordingly, Evercore relied on the assessments made by the management of PSP and advisors to PSP with respect to such issues. The matters considered by Evercore in their financial analyses and reflected in the Evercore Presentation were necessarily based on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors as in effect on, and information made available to Evercore as of the date of the Evercore Presentation. Many such conditions are beyond the control of PSP, the Company and Evercore. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. Furthermore, it should be understood that subsequent developments may affect the views expressed in the Evercore Presentation and that Evercore does not have any obligation to update, revise or reaffirm its financial analyses or the Evercore Presentation based on circumstances, developments or events occurring after the date of the Evercore Presentation.

The Evercore Presentation should not be viewed as a recommendation with respect to any matter pertaining to the transactions contemplated by the Merger Agreement. The terms of the transactions contemplated by the Merger Agreement, including the Merger Consideration, were determined solely through negotiations between the Special Committee and PSP. The Evercore Presentation did not address the relative merits of the transactions contemplated by the Merger Agreement or any other transactions contemplated in connection with the

transactions contemplated by the Merger Agreement compared to other business strategies or transactions that may have been considered by PSP. The following is a summary of the material financial analyses contained in the Evercore Presentation, which is qualified in its entirety by the full text of the Evercore Presentation.

The following summary does not, however, purport to be a complete description of the financial analyses or data presented by Evercore, nor does the order of analyses or presentations represent relative importance or weight given to those analyses or presentations by Evercore.

The Evercore Presentation is a presentation that representatives of Evercore provided to the management of PSP with respect to the transactions contemplated by the Merger Agreement and consisted of preliminary financial analyses related to those transactions as described below:

Based on the information provided by PSP to Evercore, Evercore calculated the implied premiums based on (i) (a) the closing market share price of Company common stock as of October 19, 2022, (b) the 52-week high intra-day share price of Company common stock as of October 19, 2022, (c) the 52-week low intra-day share price of Company common stock as of October 19, 2022, and (d) a range of potential prices of $2.60 to $3.00 in cash per share of the Company common stock to be paid to holders of Company common stock pursuant to the Merger Agreement, relative to (ii) (a) the closing market share price of Company common stock as of October 19, 2022, (b) the 52-week high intra-day share price of Company common stock as of October 19, 2022, (c) the 52-week low intra-day share price of Company common stock as of October 19, 2022, (d) the last three-months volume-weighted average price (“VWAP”) as of October 10, 2022, and (e) the last six-months VWAP as of October 10, 2022.

Evercore also calculated the total enterprise value or “TEV” of the Company (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) based on (i) (a) the closing market share price of Company common stock as of October 19, 2022, (b) the 52-week low intra-day share price of Company common stock as of October 19, 2022, (c) the 52-week high intra-day share price of Company common stock as of October 19, 2022, and (d) a range of potential prices of $2.60 to $3.00 in cash per share of the Company common stock to be paid to holders of Company common stock pursuant to the Merger Agreement, as a multiple of (ii) (a) last twelve-month (“LTM”) Q3 2022E pro forma Adjusted EBITDA excluding savings (where Q4 2021, Q1 2022, Q2 2022 were provided by the Special Committee via its advisor, Perella Weinberg and Q3 2022E was provided by PSP based on guidance from the Company), (b) LTM Q3 2022E pro forma Adjusted EBITDA including savings, (c) EBITDA 2022E based on the Lender Case (such Lender Case based on revised assumptions provided by PSP) (d) EBITDA 2023E based on the September Projections (provided by the Special Committee via its advisor, Perella Weinberg), (e) EBITDA 2024E based on the September Projections (provided by the Special Committee via its advisor, Perella Weinberg), in each of subclauses (a) – (e), assuming a private investment in public equity (“PIPE”) at book value, and (f) LTM Q3 2022E pro forma Adjusted EBITDA excluding savings, (g) LTM Q3 2022E pro forma Adjusted EBITDA including savings, (h) EBITDA 2022E based on the Lender Case, (i) EBITDA 2023E based on the September Projections, (j) EBITDA 2024E based on the September Projections, in each case of subclauses (f) – (j), assuming a PIPE at 2.0x conversion multiple.

The results of the analyses are as follows:

Evercore reviewed financial information related to the following selected transactions involving U.S. publicly traded targets with enterprise values greater than $500 million announced since 2019 (the “selected transactions”). For each selected transaction, Evercore calculated the total enterprise value (defined as the target company’s total equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of (i) LTM revenue and (ii) LTM EBITDA for the target company at the time of the announcement of the applicable transaction. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Using publicly available information, Evercore also calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies, for (i) the three-month VWAP, (ii) the six-month VWAP, (iii) the offer premium relative to the share price on the last trading day prior to any official announcement or market speculation of a transaction, which we refer to as the “Unaffected Share Price,” and (iv) the offer premium relative to the 52 week high share price by the last trading day prior to any official announcement or market speculation of a transaction.

This results of the analysis are as follows: