Form SC TO-T - Tender offer statement by Third Party

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

TSR, INC.

(Name of Subject Company (issuer))

VIENNA ACQUISITION CORPORATION

(Offeror)

a wholly owned subsidiary of

VIENNA PARENT CORPORATION

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common stock, $0.01 par value per share

(Title of Class of Securities)

872885207

(CUSIP Number of Class of Securities)

Justin Christian

President

Vienna Parent Corporation

9777 N. College Avenue

Indianapolis, Indiana 46280

Telephone: (317) 493-2000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Stephen J. Hackman

Pierce H. Han

Ice Miller LLP

One American Square, Suite 2900

Indianapolis, Indiana 46282

Telephone: (317) 236-2289

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

Third-party tender offer subject to Rule 14d-1.

☐

Issuer tender offer subject to Rule 13e-4.

☐

Going-private transaction subject to Rule 13e-3.

☐

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:

☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Items 1 through 9 and Item 11.

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the “Schedule TO”) relates to the offer by Vienna Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 30, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I thereto) and the related Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO, except as otherwise set forth below.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

Exhibit No.		Description

(a)(1)(A)*		Offer to Purchase, dated May 30, 2024.
(a)(1)(B)*		Form of Letter of Transmittal (including Internal Revenue Service Form W-9).
(a)(1)(C)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)*		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Summary Advertisement, as published in The New York Times on May 30, 2024.
(a)(5)(A)		Joint Press Release issued on May 15, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(B)		Social Media Content issued on May 15, 2024 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(C)		Website Content issued on May 15, 2024 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(D)		BCforward Employee Presentation issued on May 15, 2024 (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(E)		Form of Email to BCforward Employees issued on May 15, 2024 (incorporated by reference to Exhibit 99.5 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(F)		Form of Email to BCforward Employees issued on May 15, 2024 (incorporated by reference to Exhibit 99.6 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(G)		Statement to BCforward Employees Regarding Inquiries issued on May 15, 2024 (incorporated by reference to Exhibit 99.7 to the Schedule TO-C filed by Vienna Parent Corporation with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(H)		Form of email distributed to Company employees issued on May 15, 2024 (incorporated by reference to Exhibit 99.2 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).

(a)(5)(I)		Form of email distributed to Company consultants issued on May 15, 2024 (incorporated by reference to Exhibit 99.3 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(J)		Form of email distributed to Company customers issued on May 15, 2024 (incorporated by reference to Exhibit 99.4 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(K)		Form of Company LinkedIn post issued on May 15, 2024 (incorporated by reference to Exhibit 99.5 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(L)		Company guidelines for employee responses to inquiries issued on May 15, 2024 (incorporated by reference to Exhibit 99.6 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(M)		Company Employee Presentation issued on May 15, 2024 (incorporated by reference to Exhibit 99.7 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(a)(5)(N)		Company Customer Presentation issued on May 15, 2024 (incorporated by reference to Exhibit 99.8 to the Solicitation/Recommendation Statement on Schedule 14D-9-C filed by TSR, Inc. with the Securities and Exchange Commission on May 16, 2024 (File No. 005-38473)).
(b)*		Commitment Letter, dated as of May 13, 2024, by and among First Merchants Bank, Vienna Parent Corporation and Justin Christian.
(d)(1)		Agreement and Plan of Merger, dated as of May 15, 2024, by and among Vienna Parent Corporation, Vienna Acquisition Corporation and TSR, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by TSR, Inc. with the Securities and Exchange Commission on May 17, 2024 (File No. 001-38838)).
(d)(2)		Tender and Support Agreement, dated as of May 15, 2024, by and among Vienna Parent Corporation, Vienna Acquisition, QAR Industries, Inc. and Robert Fitzgerald (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by TSR, Inc. with the Securities and Exchange Commission on May 17, 2024 (File No. 001-38838)).
(d)(3)		Tender and Support Agreement, dated as of May 15, 2024, by and among Vienna Parent Corporation, Vienna Acquisition Corporation and Zeff Capital, L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by TSR, Inc. with the Securities and Exchange Commission on May 17, 2024 (File No. 001-38838)).
(d)(4)*		Confidentiality Agreement, dated September 14, 2023, between BCforward and TSR, Inc.
(d)(5)*		Due Diligence and Exclusivity Agreement, dated January 10, 2024, between BCforward and TSR, Inc.
(d)(6)*		First Amendment to Due Diligence and Exclusivity Agreement, dated March 11, 2024, between BCforward and TSR, Inc.
(d)(7)*		Second Amendment to Due Diligence and Exclusivity Agreement, dated March 26, 2024, between BCforward and TSR, Inc.
(d)(8)*		Third Amendment to Due Diligence and Exclusivity Agreement, dated April 9, 2024, between BCforward and TSR, Inc.
(g)		Not applicable.
(h)		Not applicable.
107*		Filing Fee Table.

*	Filed herewith.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 30, 2024

	VIENNA ACQUISITION CORPORATION

	/s/ Justin Christian
	Name:	Justin Christian
	Title:	President

	VIENNA PARENT CORPORATION

	/s/ Justin Christian
	Name:	Justin Christian
	Title:	President

Exhibit (a)(1)(A)

Offer to Purchase

All Outstanding Shares of Common Stock

TSR, INC.

$13.40 per share, net in cash, without interest and less any applicable tax withholding

VIENNA ACQUISITION CORPORATION

a wholly owned subsidiary of

VIENNA PARENT CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE PAST 11:59 P.M., EASTERN TIME, ON JUNE 27, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), is offering to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company (each, a “Company Subsidiary”) immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent or Purchaser at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their rights to such appraisal with respect to such shares under the DGCL (the “Dissenting Shares”) (see Section 17 — “Appraisal Rights”)), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, from Purchaser (the “Merger Consideration”), less any applicable tax withholding.

Under no circumstances will interest be paid on the purchase price for the Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making payment for the Shares.

The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of, among other conditions: the Minimum Tender Condition (as defined below in Section 15 — “Conditions of the Offer”). The Offer also is subject to other customary conditions as set forth in this Offer to Purchase. See Section 15 — “Conditions of the Offer.” There is no financing condition to the Offer and the Merger.

The Board of Directors of the Company (the “Company Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

A summary of the principal terms and conditions of the Offer appears in the “Summary Term Sheet” beginning on page 1 of this Offer to Purchase. You should read this entire document, the Letter of Transmittal and other documents to which this Offer to Purchase refers carefully before deciding whether to tender your Shares in the Offer.

NEITHER THE OFFER NOR THE MERGER HAS BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR THE MERGER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE RELATED LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE.

The Information Agent for the Offer is:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York NY 10104

Shareholders, Banks and Brokers

Call Toll Free: (866) 920-5353

IMPORTANT

If you wish to tender all or a portion of your Shares to Purchaser in the Offer, you must do the following:

●

If you hold your Shares directly as the holder of record, complete and sign the Letter of Transmittal (or, in the case of a book-entry transfer, deliver an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) that accompanies this Offer to Purchase in accordance with the instructions set forth therein and mail or deliver the Letter of Transmittal with any required signature guarantees and all other required documents to the Depositary (as defined below in the “Summary Term Sheet”). These materials must be delivered to the Depositary prior to the Expiration Time (as defined below).

●

If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, request your broker, dealer, commercial bank, trust company or other nominee to tender your Shares through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) prior to the Expiration Time.

Questions or requests for assistance may be directed to Georgeson LLC, the information agent for the Offer (the “Information Agent”), at the address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to stockholders from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

TABLE OF CONTENTS

SUMMARY TERM SHEET		1
INTRODUCTION		8
THE TENDER OFFER		9
1.	Terms of the Offer	9
2.	Acceptance for Payment and Payment for Shares	11
3.	Procedures for Accepting the Offer and Tendering Shares	11
4.	Withdrawal Rights	13
5.	Material U.S. Federal Income Tax Consequences	14
6.	Price Range of Shares; Dividends on the Shares	16
7.	Certain Information Concerning the Company	16
8.	Certain Information Concerning Parent and Purchaser	17
9.	Source and Amount of Funds	18
10.	Background of the Offer	20
11.	The Merger Agreement; Other Agreements	24
12.	Purpose of the Offer; Plans for the Company	40
13.	Certain Effects of the Offer	40
14.	Dividends and Distributions	41
15.	Conditions of the Offer	41
16.	Certain Legal Matters; Regulatory Approvals	42
17.	Appraisal Rights	43
18.	Fees and Expenses	45
19.	Miscellaneous	45
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND pARENT		46

SUMMARY TERM SHEET

The information contained in this Summary Term Sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer. You are urged to read carefully this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer in their entirety. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning the Company contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided by the Company to Parent and Purchaser or has been taken from, or is based upon, publicly available documents or records of the Company on file with the SEC or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information.


Securities Sought		Subject to certain conditions, including the satisfaction of the Minimum Tender Condition (as described in Section 15 — “Conditions of the Offer”), all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company.

Price Offered Per Share		Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal: $13.40, net to the seller in cash, without interest and less any applicable tax withholding.

Scheduled Expiration of Offer		One minute past 11:59 P.M., Eastern Time, on June 27, 2024, unless the Offer is otherwise extended or earlier terminated.

Purchaser		Vienna Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent.

The Company Board Recommendation		The Company Board unanimously recommended that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

Who is offering to buy my securities?

●

Vienna Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent, which was formed solely for the purpose of facilitating the acquisition of the Company by Parent, is offering to buy all Shares in exchange for the Offer Price.

●

Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser together with, where appropriate, Parent. We use the term “Purchaser” to refer to Vienna Acquisition Corporation alone, the term “Parent” to refer to Vienna Parent Corporation alone and the term “Company” to refer to the Company alone.

See Section 8 — “Certain Information Concerning Parent and Purchaser.”

What is the class and amount of securities sought pursuant to the Offer?

●

Purchaser is offering to purchase all of the issued and outstanding Shares on the terms and subject to the conditions set forth in this Offer to Purchase. In this Offer to Purchase, we use the term “Offer” to refer to this offer to purchase the Shares and the term “Shares” to refer to the issued and outstanding shares of common stock, par value $0.01 per share, of the Company that are the subject of the Offer.

See Section 1 — “Terms of the Offer.”

Why are you making the Offer?

●

We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, the Company. Following the consummation of the Offer, we intend to complete the Merger (as defined below) as soon as practicable. Upon completion of the Merger, the Company will become a wholly owned subsidiary of Parent. In addition, we will cause the Shares to be delisted from The Nasdaq Capital Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after completion of the Merger.

Who can participate in the Offer?

●

The Offer is open to all holders and beneficial owners of the Shares.

How much are you offering to pay and what is the form of payment?

●

Purchaser is offering to pay $13.40 per Share, net to the seller in cash, without interest and less any applicable tax withholding.

See the “Introduction” to this Offer to Purchase.

Will I have to pay any fees or commissions?

●

If you are the holder of record of your Shares and you directly tender your Shares to us in the Offer, you will not need to pay brokerage fees or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

See the “Introduction” to this Offer to Purchase and Section 18 — “Fees and Expenses.”

Is there an agreement governing the Offer?

●

Yes. The Company, Parent and Purchaser have entered into an Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement contains the terms and conditions of the Offer and the Merger.

See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” and Section 15 — “Conditions of the Offer.”

What are the material U.S. federal income tax consequences of tendering my Shares in the Offer or having my Shares exchanged for cash pursuant to the Merger?

●

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined below) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger.

●

If you are a Non-U.S. Holder (as defined below), you generally will not be subject to U.S. federal income tax with respect to the sale of Shares pursuant to the Offer or receipt of cash in exchange for Shares pursuant to the Merger unless you have certain connections to the United States. See Section 5 – “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger.

We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger in light of your particular circumstances (including the application and effect of any U.S. federal, state, local or non-U.S. income and other tax laws).

Do you have the financial resources to pay for all of the Shares that Purchaser is offering to purchase pursuant to the Offer?

●

Yes. We estimate that we will need approximately $32.5 million in cash to purchase all of the Shares pursuant to the Offer, pay the Merger Consideration (including all payments to holders of unvested stock awards under the Merger Agreement), pay related transaction fees and expenses, and complete the Merger. Parent has agreed to provide us with sufficient funds to purchase all Shares validly tendered (and not properly withdrawn) in the Offer. Parent expects to obtain the necessary funds through a combination of (i) available cash on hand as described below, and (ii) borrowings under newly obtained financing pursuant to a commitment letter with First Merchants Bank (the “Lender”), dated as of May 13, 2024 and accepted by Parent on May 14, 2024 (the “Debt Commitment Letter”). Neither the Offer nor the Merger are subject to any financing condition.

See Section 9 – “Source and Amount of Funds.”

Is Purchaser’s financial condition relevant to my decision to tender my Shares in the Offer?

●

We do not think that the financial condition of Purchaser is relevant to your decision whether to tender Shares in the Offer because:

●

the Offer is being made for all outstanding Shares solely for cash;

●

through Parent, we will have sufficient funds available to purchase all Shares validly tendered (and not validly withdrawn) in the Offer and, if we consummate the Offer, all Shares converted into the right to receive the Offer Price in the Merger; and

●

the Offer and the Merger are not subject to any financing or funding condition.

See Section 9 – “Source and Amount of Funds” and Section 11 – The Merger Agreement; Other Agreements.”

Is there a minimum number of Shares that must be tendered in order for you to purchase any securities?

●

Yes. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to various conditions set forth in Section 15 — “Conditions of the Offer,” including the Minimum Tender Condition. The “Minimum Tender Condition” means that there have been validly tendered in the Offer and not properly withdrawn prior to the Expiration Time (as defined below) that number of Shares that, when added to Shares, if any, then owned beneficially by Parent, Purchaser, or any other subsidiary of Parent, would represent at least a majority of the Shares outstanding as of immediately following the consummation of the Offer. See Section 15 — “Conditions of the Offer.”

If you do not consummate the Offer, will you nevertheless consummate the Merger?

●

No. Neither we nor the Company is under any obligation to pursue or consummate the Merger if the Offer is not consummated as set forth in this Offer to Purchase.

See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.”

How long do I have to decide whether to tender my Shares in the Offer?

●

You will have until the Expiration Time to tender your Shares in the Offer. The term “Expiration Time” means one minute past 11:59 P.M., Eastern Time, on June 27, 2024, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which case the term “Expiration Time” means such subsequent time on such subsequent date. In addition, if, pursuant to the Merger Agreement, we decide to, or are required to, extend the Offer as described below, you will have an additional period of time to tender your Shares.

See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

●

Yes. The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides:

●

if, at the scheduled Expiration Time (as may have been extended pursuant to the Merger Agreement), any Offer Condition (as defined in Section 15 — “Conditions of the Offer”), other than the Minimum Tender Condition, has not been satisfied or waived, Purchaser will, and Parent will cause Purchaser to, extend the Offer for one or more consecutive increments of not more than 10 business days each (or such longer period as Parent and the Company may agree), until such time as such conditions have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied);

●

Purchaser will, and Parent will cause Purchaser to, extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or Nasdaq, in each case that are applicable to the Offer;

●

if, at the scheduled Expiration Time (as may have been extended pursuant to the Merger Agreement), each Offer Condition (other than the Minimum Tender Condition) has been satisfied or waived and the Minimum Tender Condition has not been satisfied, Purchaser may (and if so requested by the Company, Purchaser will, and Parent will cause Purchaser to) extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent) but not more than 10 business days each

(or for such longer period as may be agreed between the Company and Parent); provided that the Company may not request Purchaser to, and Parent will not be required to cause Purchaser to, extend the Offer on more than five occasions; and

●

if, at the scheduled Expiration Time (as may have been extended pursuant to the Merger Agreement), each Offer Condition has been satisfied or waived and Parent and Purchaser are unable to obtain the proceeds of and consummate the Financing in an amount sufficient to pay the Required Amount, (as defined below), Purchaser may elect to extend the Offer for one or more consecutive increments of such duration as is reasonably necessary to negotiate and enter into the definitive agreements for the Financing (the “Definitive Financing Agreements”) and/or consummate the Financing, or to seek and obtain alternative financing in an amount sufficient to pay the Required Amount in accordance with the terms of the Merger Agreement, but not more than 10 business days each (or for such longer period as may be agreed to by Parent and the Company); provided that, without the prior written consent of the Company, Purchaser may not extend the Offer beyond the Outside Date.

In each case, Purchaser is not required to extend the Offer beyond the Outside Date and may only do so with the Company’s consent. The “Outside Date” means August 15, 2024 (or as otherwise may be extended pursuant to the terms of the Merger Agreement).

See Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.” The “Required Amount” is defined in Section 9 – “Source and Amount of Funds.”

Will there be a subsequent offering period?

●

No, the Merger Agreement does not provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act without the prior written consent of the Company.

How will I be notified if the Offer is extended?

●

If we extend the Offer, we intend to inform Computershare Trust Company, N.A., the Depositary and paying agent for the Offer (the “Depositary”), of any extension, and will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the business day after the previously scheduled Expiration Time.

See Section 1 — “Terms of the Offer.”

What are the most significant conditions to the Offer?

●

The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of a number of conditions by the scheduled Expiration Time of the Offer, including, among other conditions:

●

the Minimum Tender Condition (as defined below in Section 15 — “Conditions of the Offer”);

●

the Representations Condition (as defined below in Section 15 — “Conditions of the Offer”);

●

the Legal Restraint Condition (as defined below in Section 15 — “Conditions of the Offer”); and

●

the Termination Condition (as defined below in Section 15 — “Conditions of the Offer”).

The above Offer Conditions are further described, and other Offer Conditions are described, below in Section 15 — “Conditions of the Offer.” The Offer and the Merger are not subject to any financing condition.

How do I tender my Shares?

●

If you hold your Shares directly as the holder of record, complete and sign the Letter of Transmittal (or, in the case of a book-entry transfer, deliver an Agent’s Message in lieu of the Letter of Transmittal) that accompanies this Offer to Purchase in accordance with the instructions set forth therein and mail or deliver the Letter of Transmittal with any required signature guarantees and all other required documents to the Depositary. These materials must be delivered to the Depositary prior to the Expiration Time.

●

We are not providing for guaranteed delivery procedures. Therefore, the Company stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC, which end earlier than the Expiration Time. Normal business hours of DTC are between 8:00 a.m. and 5:00 p.m., Eastern

Time, Monday through Friday. The Company stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the related Letter of Transmittal prior to the Expiration Time. Tenders received by the Depositary after the Expiration Time will be disregarded and of no effect.

See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

If I accept the Offer, how will I get paid?

●

If the Offer Conditions are satisfied and we accept your validly tendered Shares for payment, payment will be made by deposit of the aggregate purchase price for the Shares accepted in the Offer with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting payments, subject to any tax withholding required by applicable law, to tendering stockholders whose Shares have been accepted for payment.

See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw my previously tendered Shares?

●

You may withdraw your previously tendered Shares at any time until the Expiration Time. In addition, if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after July 29, 2024, the 60th day after commencement of the Offer, until we accept your Shares for payment.

See Section 4 — “Withdrawal Rights.”

How do I properly withdraw previously tendered Shares?

●

To properly withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary prior to the Expiration Time. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares in a timely manner prior to the Expiration Time.

See Section 4 — “Withdrawal Rights.”

Has the Offer been approved by the Company Board?

●

Yes. The Company Board unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

●

Descriptions of the reasons for the Company Board’s recommendation and approval of the Offer are set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which is being mailed to the Company stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal). Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 thereof under the sub-headings “Recommendation of the Company Board” and “Background of the Merger Agreement; Reasons for the Recommendation.”

If Shares tendered pursuant to the Offer are purchased by Purchaser, will the Company continue as a public company?

●

No. We expect to complete the Merger as soon as practicable following the consummation of the Offer. Once the Merger takes place, the Company will become a wholly owned subsidiary of Parent. Following the Merger, we will cause the Shares to be delisted from Nasdaq and deregistered under the Exchange Act.

See Section 13 — “Certain Effects of the Offer.”

Will a meeting of the Company stockholders be required to approve the Merger?

●

No. Section 251(h) of the DGCL provides that, unless expressly required by its certificate of incorporation, no vote of stockholders will be necessary to authorize the merger of a constituent corporation which has a class or series of stock listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the applicable agreement of merger by such constituent corporation if, subject to certain statutory provisions:

●

the agreement of merger expressly permits or requires that the merger will be effected by Section 251(h) of the DGCL and provides that such merger be effected as soon as practicable following the consummation of the tender offer;

●

an acquiring corporation consummates a tender offer for all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent the provisions of Section 251(h) of the DGCL, would be entitled to vote on the adoption or rejection of the agreement of merger; provided, however, that such tender offer may be conditioned on the tender of a minimum number or percentage of shares of the stock of such constituent corporation, or any class or series thereof, and such offer may exclude any excluded stock (as defined in the DGCL);

●

immediately following the consummation of the tender offer, the stock that the acquiring corporation irrevocably accepts for purchase, together with the stock otherwise owned by the acquiring corporation or its affiliates, equals at least the percentage of shares of each class of stock of such constituent corporation that would otherwise be required to adopt the agreement of merger for such constituent corporation;

●

the acquiring corporation merges with or into such constituent corporation pursuant to such agreement of merger; and

●

each outstanding share (other than shares of excluded stock) of each class or series of stock of the constituent corporation that is the subject of and not irrevocably accepted for purchase in the offer is converted in such merger into, or into the right to receive, the same amount and type of consideration in the merger as was payable in the tender offer.

●

If the conditions to the Offer and the Merger are satisfied or waived (to the extent waivable), we are required by the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL without a meeting of the Company stockholders and without a vote or any further action by the Company stockholders.

See Section 16 — “Certain Legal Matters; Regulatory Approvals.”

If I do not tender my Shares but the Offer is consummated, what will happen to my Shares?

●

If the Offer is consummated, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement (See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement”), Purchaser will merge with and into the Company pursuant to Section 251(h) of the DGCL. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any Company Subsidiary immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent or Purchaser at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) the Dissenting Shares) will be converted into the right to receive the Merger Consideration, less any applicable tax withholding.

●

If the Merger is completed, the Company stockholders who do not tender their Shares in the Offer (other than stockholders who properly exercise appraisal rights) will receive the same Offer Price per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Offer is consummated and the Merger is completed, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that (i) you may be paid earlier if you tender your Shares in the Offer and (ii) appraisal rights will not be available to you if you tender Shares in the Offer, but will be available to you in the Merger if you do not tender Shares in the Offer and you comply in all respects with Section 262 of the DGCL. See Section 17 — “Appraisal Rights.”

●

However, in the unlikely event that the Offer is consummated but the Merger is not completed, the number of the Company stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, in such event, it is possible that the Shares will be delisted from Nasdaq and the Company will no longer be required to make filings with the SEC under the Exchange Act.

See the “Introduction” to this Offer to Purchase, Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” and Section 13 — “Certain Effects of the Offer.”

What will happen to my unvested equity awards?

●

The Offer is being made only for Shares, and not for unvested equity awards issued by the Company. At the Effective Time, each stock award of the Company granted under a Company Stock Plan or as a non-plan inducement award that is then outstanding but not then vested will be canceled and the holder will be entitled to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of Shares constituting such unvested stock award, which Parent shall cause the Surviving Corporation to pay such

cash amount to the applicable holders of unvested stock awards at or reasonably promptly after the Effective Time (but in no event later than the Company’s next regular payroll date following the closing date of the Merger).

See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.”

What is the market value of my Shares as of a recent date?

●

On May 15, 2024, the last full day of trading before the public announcement of the execution of the Merger Agreement, the reported closing price of the Shares on Nasdaq was $7.74 per Share. On May 29, 2024, the last full day of trading before commencement of the Offer, the reported closing price of the Shares on Nasdaq was $13.17 per Share. We encourage you to obtain a recent market quotation for the Shares before deciding whether to tender your Shares.

See Section 6 — “Price Range of Shares; Dividends on the Shares.”

Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer?

●

Yes. On May 15, 2024, in connection with the execution and delivery of the Merger Agreement, each of Zeff Capital, L.P., QAR Industries, Inc. and Robert Fitzgerald (collectively, the “Supporting Stockholders”), solely in their respective capacities as stockholders of the Company, entered into tender and support agreements (as each may be amended from time to time, collectively, the “Tender and Support Agreements”) with Parent and Purchaser, pursuant to which each Supporting Stockholder agreed, among other things, (i) to tender all of the Shares held by such Supporting Stockholder in the Offer, subject to certain exceptions (including the valid termination of the Merger Agreement), (ii) to vote against other proposals to acquire the Company and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its Shares.

●

Each Tender and Support Agreement terminates automatically upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of such Tender and Support Agreement by written notice of termination from Parent to the applicable Supporting Stockholder(s), (iv) the date on which any amendment or change to the Merger Agreement or the Offer is effected without the applicable Supporting Stockholders’ consent that decreases the amount, or changes the form, of consideration payable to all stockholders of the Company pursuant to the terms of the Merger Agreement, or (e) an Adverse Recommendation Change as defined in the Merger Agreement. The Supporting Stockholders collectively beneficially owned approximately 45.55% of the outstanding Shares as of May 15, 2024.

See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” and “ — Tender and Support Agreements.”

Will I have appraisal rights in connection with the Offer?

●

No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest thereon. The “fair value” could be greater than, less than or the same as the Offer Price. More information regarding Section 262 of the DGCL, including how to access it without subscription or cost, is set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to Company stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal).

See Section 17 — “Appraisal Rights.”

Whom should I call if I have questions about the Offer?

●

You may call Georgeson LLC, the information agent for the Offer (the “Information Agent”), toll free at (866) 920-5353. See the back cover of this Offer to Purchase for additional contact information for the Information Agent.

INTRODUCTION

Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent, an Indiana corporation (“Parent”), is offering to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company (each, a “Company Subsidiary”) immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent or Purchaser at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their rights to such appraisal with respect to such shares under the DGCL (the “Dissenting Shares”)), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, from Purchaser (the “Merger Consideration”), less any applicable tax withholding.

The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.”

Tendering stockholders who are holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such broker, dealer, commercial bank, trust company or other nominee as to whether it charges any service fees or commissions.

The Board of Directors of the Company (the “Company Board”) unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

Descriptions of the Company Board’s reasons for authorizing and approving the Merger Agreement and the consummation of the Transactions are set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which is being mailed to the Company stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal). Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Recommendation of the Company Board” and “Background of the Merger Agreement; Reasons for the Recommendation.”

The Company Board considered the oral opinion of Chessiecap Securities, Inc. (“Chessiecap”) rendered to the Company Board on May 14, 2024, which was subsequently confirmed by delivery of a written opinion dated May 14, 2024 that,

as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Chessiecap in preparing its opinion, the Offer Price to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreement is fair, from a financial point of view, to such holders. The full text of Chessiecap’s written opinion, dated May 14, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in rendering the opinion, has been included as Annex A to the Schedule 14D-9.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER.

THE TENDER OFFER

Terms of the Offer

Purchaser is offering to purchase all of the outstanding Shares at the Offer Price, net to the seller in cash, without interest and less any applicable tax withholding. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and, promptly after the Expiration Time, pay for all Shares validly tendered prior to the Expiration Time and not properly withdrawn as described in Section 4 — “Withdrawal Rights.”

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Tender Condition and the other conditions described in Section 15 — “Conditions of the Offer.”

The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that:

(i)

if, at the scheduled Expiration Time, any Offer Condition (as defined in Section 15 — “Conditions of the Offer”), other than the Minimum Tender Condition, has not been satisfied or waived, Purchaser will, and Parent will cause Purchaser to, extend the Offer for one or more consecutive increments of not more than 10 business days each (or such longer period as Parent and the Company may agree), until such time as such conditions have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied);

(ii)

(iii)

if, at the scheduled Expiration Time, each Offer Condition (other than the Minimum Tender Condition) has been satisfied or waived and the Minimum Tender Condition has not been satisfied, Purchaser may (and if so requested by the Company, Purchaser will, and Parent will cause Purchaser to), extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent) but not more than 10 business days each (or for such longer period as may be agreed between the Company and Parent); provided that the Company may not request Purchaser to, and Parent will not be required to cause Purchaser to, extend the Offer on more than five occasions; and

(iv)

if, at the scheduled Expiration Time (as may have been extended pursuant to the Merger Agreement), each Offer Condition has been satisfied or waived and Parent and Purchaser are unable to obtain the proceeds of and consummate the Financing in an amount sufficient to pay the Required Amount, Purchaser may elect to extend the Offer for one or more consecutive increments of such duration as reasonably necessary to negotiate and enter into the Definitive Financing Agreements and/or consummate the Financing, or to seek and obtain alternative financing in an amount sufficient to pay the Required Amount in accordance with the terms of the Merger Agreement, but not more than 10 business days each (or for such longer period as may be agreed to by Parent and the Company); provided that, without the prior written consent of the Company, Purchaser may not extend the Offer beyond the Outside Date.

In each case, Purchaser is not required to extend the Offer beyond the Outside Date and may only do so with the Company’s consent. See Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.”

If we extend the Offer, are delayed in our acceptance of Shares for payment or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain

tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights,” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

(i)

reduce the number of Shares subject to the Offer (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement);

(ii)

reduce the Offer Price (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement);

(iii)

waive, amend or modify either of the Minimum Tender Condition or the Termination Condition (as defined below);

(iv)

add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares;

(v)

except as otherwise provided in the Merger Agreement, terminate (unless the Merger Agreement has been validly terminated in accordance with the terms of the Merger Agreement), extend or otherwise amend or modify the Expiration Time;

(vi)

change the form or terms of consideration payable in the Offer;

(vii)

otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to holders of Shares; or

(viii)

provide for any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act.

Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern Time, on the business day after the previously scheduled Expiration Time. Without limiting the manner in which we may choose to make any public announcement, we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

If we make a material change in the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to holders of Shares, and with respect to a change in price or a change in the percentage of Shares sought, a minimum of 10 business days is required to allow for adequate dissemination to holders of Shares and investor response.

If, on or before the Expiration Time, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all holders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in the consideration.

The obligation of Purchaser to irrevocably accept for payment, and pay for, all Shares validly tendered and not properly withdrawn pursuant to the Offer is subject to the satisfaction of the Offer Conditions. Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser will not be required to, and Parent will not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, to pay for any tendered Shares if any of the Offer Conditions has not been satisfied at the scheduled Expiration Time. Under certain circumstances described in the Merger Agreement, Parent or the Company may terminate the Merger Agreement.

The Company has provided us with its stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer to holders of Shares. This Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer, including the Schedule 14D-9, will be mailed to record holders of

Shares whose names appear on the Company’s stockholder list and will be furnished for subsequent transmittal to beneficial owners of Shares to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the Company’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Acceptance for Payment and Payment for Shares

Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the Offer Conditions set forth in Section 15 — “Conditions of the Offer,” we will accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than three business days after the Expiration Time (the date and time of acceptance for payment, the “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.”

In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

The term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of, the Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to Purchaser and not properly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance of Shares for payment or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn, except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Under no circumstances will we pay interest on the Offer Price for Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making such payment.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates representing unpurchased Shares will be promptly returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC) following the Expiration Time.

Procedures for Accepting the Offer and Tendering Shares

Valid Tenders. In order for a stockholder to validly tender Shares pursuant to the Offer, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s ATOP, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal or the Depositary must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and

either (i) in the case of certificated Shares, the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (ii) in the case of Shares held in book-entry form, such Shares must be tendered pursuant to the procedures for book-entry transfer described below under “Book-Entry Transfer” and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Time.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Time. Delivery of documents to DTC does not constitute delivery to the Depositary.

No Guaranteed Delivery. We are not providing for guaranteed delivery procedures. Therefore, the Company stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC, which end earlier than the Expiration Time. Normal business hours of DTC are between 8:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday. The Company stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the related Letter of Transmittal prior to the Expiration Time. Tenders received by the Depositary after the Expiration Time will be disregarded and of no effect.

Signature Guarantees for Shares. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the holder(s) of record (which term, for purposes of this Section 3, includes any participant in DTC’s system whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each, an “Eligible Institution” and collectively, “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is issued in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the holder(s) of record, then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the holder(s) of record that appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s ATOP, an Agent’s Message in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES, IF ANY), THE LETTER OF TRANSMITTAL, THE AGENT’S MESSAGE AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES, IF ANY), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF WILL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARE CERTIFICATES (IF ANY), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION TIME.

Tender Constitutes Binding Agreement. The tender of Shares pursuant to any of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such

stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal (or, in the case of a book-entry transfer, an Agent’s Message). Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment the Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the Company stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders of the Company.

Stock Awards. The Offer is being made only for Shares, and not for unvested stock awards issued by the Company. At the Effective Time, each stock award of the Company granted under a Company Stock Plan or as a non-plan inducement award that is then outstanding but not then vested will be canceled and the holder will be entitled to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of Shares constituting such unvested stock award, which Parent shall cause the Surviving Corporation to pay such cash amount to the applicable holders of unvested stock awards at or reasonably promptly after the Effective Time (but in no event later than the Company’s next regular payroll date following the closing date of the Merger). See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” for additional information regarding the treatment of outstanding equity awards in the Merger.

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on payments for Shares made in the Offer or the Merger (currently at a rate of 24%). To avoid backup withholding, any stockholder that is a U.S. person that does not otherwise establish an exemption from U.S. federal backup withholding should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any stockholder that is not a U.S. person should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. If backup withholding applies and results in an overpayment of tax, a refund can generally be obtained by the stockholder timely filing a U.S. federal income tax return.

Withdrawal Rights

Except as otherwise provided in this Section 4, or as provided by applicable law, tenders of Shares made pursuant to the Offer are irrevocable.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after July 29, 2024, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment.

For a withdrawal of Shares to be effective, the Depositary must timely receive a written notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the holder(s) of record and the serial numbers shown on such Share Certificates must also be furnished to the Depositary.

Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Time.

Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

Material U.S. Federal Income Tax Consequences

The following is a discussion of the material U.S. federal income tax consequences of the Offer and the Merger to the Company stockholders whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, each in effect as of the date of this Offer, and all of which are subject to change, possibly with retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This summary applies only to stockholders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to a stockholder in light of its particular circumstances, or that may apply to stockholders subject to special treatment under U.S. federal income tax laws (e.g., regulated investment companies, real estate investment trusts, mutual funds, controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, government organizations, tax-exempt organizations, retirement plans or other tax-deferred accounts, a corporation that accumulates earnings to avoid U.S. federal income tax, stockholders that are, or hold Shares through, partnerships or other pass-through entities for U.S. federal income tax purposes, U.S. Holders (as defined below) whose functional currency is not the United States dollar, dealers or brokers in securities or foreign currency, traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons subject to the alternative minimum tax, Non-U.S. Holders (as defined below) that own or have owned within the past five years (or are deemed to own or have owned within the past five years) 5% or more of the outstanding Shares, stockholders holding Shares as part of a straddle, hedging, constructive sale or conversion transaction, stockholders that purchase or sell Shares as part of a wash sale for tax purposes, stockholders required to recognize income or gain with respect to the Offer or the Merger no later than such income or gain is required to be reported on an applicable financial statement (as defined in the Code), stockholders holding Shares as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code, stockholders who exercise their appraisal rights in the Merger, and stockholders who received their Shares in compensatory transactions, pursuant to the exercise of employee

stock options, stock purchase rights or stock appreciation rights, as restricted stock or otherwise as compensation). In addition, this discussion does not address any tax consequences related to the Medicare contribution tax on net investment income, nor does it address any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust, if (A) a United States court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have authority to control all of the trust’s substantial decisions or (B) the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

For purposes of this summary, the term “Non-U.S. Holder” means a beneficial owner of Shares that is for U.S. federal income tax purposes: (i) a non resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); (ii) a corporation (or other entity taxable as a corporation) that is not organized in or under the laws of the United States, any state thereof or the District of Columbia; or (iii) an estate or trust that is not a U.S. Holder. The term “Non-U.S. Holder” generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition of Shares. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences to you of the Offer and the Merger.

If a partnership, or another entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the partnership’s activities. Accordingly, partnerships or other entities treated as partnerships for U.S. federal income tax purposes that hold Shares, and partners or members in those entities, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Offer and the Merger.

Because individual circumstances may differ, each stockholder should consult its own tax advisor as to the applicability and effect of the rules discussed below and the particular tax effects of the Offer and the Merger to it, including the application and effect of the alternative minimum tax, the Medicare contribution tax on net investment income, and any U.S. federal, state, local and non-U.S. tax laws.

Tax Consequences to U.S. Holders

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes.

A U.S. Holder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. Any capital gain or loss recognized will be long-term capital gain or loss if your holding period for such Shares exceeds one year as of the closing of the Offer or the Effective Time, as the case may be. The deductibility of capital losses is subject to limitations. Gain or loss generally will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged pursuant to the Merger.

Tax Consequences to Non-U.S. Holders

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder upon the tender of Shares pursuant to the Offer or the exchange of Shares pursuant to the Merger, as the case may be, generally will not be subject to U.S. federal income tax unless (i) the gain is effectively connected with a U.S. trade or business of such Non-U.S. Holder (and, if an applicable treaty so provides, is also attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally will be taxed on a net income basis generally in the same manner as a U.S. Holder (as described above under “Tax Consequences to U.S. Holders”), except that if the Non-U.S. Holder is a foreign corporation, an additional branch profits tax may apply at a rate of 30% (or a lower applicable treaty rate) on effectively connected earnings and profits (as adjusted for certain items), which will include such gain, or (ii) the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the closing of the Offer or the Effective Time, as the case may be, and certain other conditions are met, in which case the Non-U.S. Holder may be subject to a 30% U.S. federal income tax (or a tax at a reduced rate under an applicable income tax treaty) on such gain (net of certain U.S. source losses).

Information Reporting and Backup Withholding

Information reporting generally will apply to payments to a stockholder pursuant to the Offer or the Merger, unless such stockholder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that is subject to information reporting generally will also be subject to backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption.

The information reporting and backup withholding rules that apply to payments to a stockholder pursuant to the Offer and Merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors to determine which IRS Form W-8 is appropriate.

Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is properly and timely furnished by such U.S. Holder to the IRS.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-UNITED STATES, OR OTHER LAWS.

Price Range of Shares; Dividends on the Shares

The Shares trade on Nasdaq under the symbol “TSRI.” The Company has advised us that, as of May 27, 2024, 2,169,546 Shares were issued and outstanding. The following table sets forth the high and low intraday sale prices per Share for each quarterly period in the Company’s fiscal year (which ends on May 31) with respect to the periods indicated, as reported by Nasdaq:

	High	Low
2024
Fourth Quarter (through May 29, 2024)	$13.24	$6.98
Third Quarter	$9.65	$8.15
Second Quarter	$9.10	$7.21
First Quarter	$8.78	$5.97

2023
Fourth Quarter	$9.40	$5.97
Third Quarter	$10.34	$6.52
Second Quarter	$9.49	$6.99
First Quarter	$10.32	$7.06

2022
Fourth Quarter	$15.62	$6.88
Third Quarter	$15.28	$7.71
Second Quarter	$16.80	$8.38
First Quarter	$13.94	$8.00

Certain Information Concerning the Company

The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings with the SEC and other publicly available information. Neither Parent nor Purchaser has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information is untrue. However, neither Parent nor Purchaser assumes any responsibility for the accuracy or completeness of the information concerning the Company, whether furnished by the Company or contained in such filings, or for any failure by the Company to disclose events that may have occurred or that may affect the significance or accuracy of any such information but which are unknown to Parent or Purchaser.

The Company is a leading staffing company focused on recruiting Information Technology (“IT”) professionals for short and long-term assignments, permanent placements, project work and providing contract computer programming services to its customers. The Company provides its customers with technical computer personnel to supplement their in-house IT capabilities. The Company’s customers for its contract computer programming services consist primarily of Fortune 1000 companies with significant technology budgets. The address of the Company’s principal executive offices and the Company’s phone number at its principal executive offices are as set forth below:

TSR, Inc.

400 Oser Avenue, Suite 150

Hauppauge, NY 11788

(631) 231-0333

Additional Information. The Shares are registered under the Exchange Act. Accordingly, the Company is subject to the information and reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning the Company’s directors and officers, their compensation (including any equity-based awards granted to them), the principal holders of the Company’s securities, any material interests of such persons in transactions with the Company and other matters was disclosed in the Company’s definitive proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed with the SEC on November 3, 2023. Such information also will be available in the Schedule 14D-9. The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants, including the Company, that file electronically with the SEC.

Certain Information Concerning Parent and Purchaser

Purchaser is a Delaware corporation and wholly owned subsidiary of Parent and was formed solely for the purpose of facilitating the acquisition of the Company by Parent. Purchaser has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. Upon consummation of the Merger, Purchaser will merge with and into the Company and will cease to exist, with the Company surviving the Merger as the Surviving Corporation. The address of Purchaser’s principal executive offices and Purchaser’s phone number at its principal executive offices are as set forth below:

Vienna Acquisition Corporation

9777 N. College Avenue

Indianapolis, IN 46280

(317) 493-2000

Parent is an Indiana corporation formed by Justin Christian, the founder and CEO of Bucher and Christian Consulting, Inc., d/b/a BCforward (“BCforward”). BCforward itself is not a party to the Merger Agreement, nor is it involved in any part of the Offer. Parent was formed solely for the purpose of facilitating the acquisition of the Company and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions and the Financing. The address of Parent’s principal executive offices and Parent’s phone number at its principal executive offices are as set forth below:

Vienna Parent Corporation

9777 N. College Avenue

Indianapolis, IN 46280

(317) 493-2000

The name, citizenship and applicable employment history, as of the date of this Offer to Purchase, of each director and executive officer of Purchaser and Parent are set forth in Schedule I to this Offer to Purchase.

Except as set forth in Schedule I to this Offer to Purchase, during the last five years, none of Purchaser or Parent, or, to the best knowledge of Purchaser and Parent after due inquiry, any of the persons listed in Schedule I to this Offer to Purchase, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

As of May 15, 2024, none of Parent, Purchaser or their respective associates or affiliates owned any Shares.

Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (i) none of Purchaser, Parent or, to the best knowledge of Purchaser and Parent after due inquiry, the persons listed in Schedule I hereto beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of Purchaser, Parent or, to the best knowledge of Purchaser and Parent after due inquiry, the persons referred to in clause (i) above has effected any transaction with respect to the Shares or any other equity securities of the Company during the past 60 days; (iii) none of Purchaser, Parent or, to the best knowledge of Purchaser and Parent after due inquiry, the persons listed in Schedule I to this Offer to Purchase has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between any of Purchaser, Parent, their subsidiaries or, to the best knowledge of Purchaser and Parent after due inquiry, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand, that would be required to be disclosed on the Tender Offer Statement on Schedule TO, to which this Offer to Purchase and the related Letter of Transmittal are filed as exhibits (the “Schedule TO”) under SEC rules and regulations; and (v) during the two years before the date of this Offer to Purchase, there have been no material contacts, negotiations or transactions between Purchaser, Parent, their subsidiaries or, to the best knowledge of Purchaser and Parent after due inquiry, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer for or other acquisition of the Company’s securities, an election of the Company’s directors or a sale or other transfer of a material amount of the Company’s assets.

Source and Amount of Funds

We estimate that we will need approximately $32.5 million in cash to purchase all of the Shares pursuant to the Offer, pay the Merger Consideration (including all payments to holders of unvested stock awards under the Merger Agreement), pay related transaction fees and expenses, and complete the Merger. Parent has agreed to provide us with sufficient funds to purchase all Shares validly tendered (and not properly withdrawn) in the Offer. Parent expects to obtain the necessary funds through a combination of (i) available cash on hand as described below, and (ii) borrowings under credit facilities to be provided pursuant to the Debt Commitment Letter.

The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance or fund the purchase of Shares pursuant to the Offer.

Parent has cash on hand of approximately $9.0 million and is subject to customary representations, warranties and covenants in the Merger Agreement generally prohibiting the transfer of this cash prior to the consummation of the Transactions.

Substantially concurrent with the Effective Time, Parent or Purchaser will deposit, or will cause to be deposited, with the Depositary cash sufficient to make payment of the aggregate Offer Price and the aggregate Merger Consideration. We believe that the financial condition of Purchaser is not relevant to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer because:

●

the Offer is being made for all outstanding Shares solely for cash;

●

the Offer and the Merger are not subject to any financing or funding condition.

Financing

Parent has received a Commitment Letter dated as of May 13, 2024 and accepted by Parent on May 14, 2024 (the “Debt Commitment Letter”), pursuant to which First Merchants Bank, an Indiana bank (the “Lender”), has committed to provide, subject to the terms and conditions of the Debt Commitment Letter, to Parent a $21.0 million revolving line of credit (the “Revolving Loan”) and a $3.0 million

term loan (the “Term Loan” and, together with the Revolving Loan, the “Loans”). The proceeds of the Revolving Loan and the Term Loan, in addition to a portion of Parent’s existing cash on hand, would be used to pay the aggregate Offer Price for Shares tendered in the Offer, pay the Merger Consideration, and pay any fees and expenses in connection with any of the foregoing (such committed financing, the “Financing”).

It is anticipated that the Loans will mature on the third anniversary of the Effective Time of the Merger. The Revolving Loan is expected to require interest only payments, due monthly, and the Term Loan is expected to call for amortization payments on a monthly basis based on a 10-year amortization, as set forth in the Debt Commitment Letter. The applicable interest rate on the Loans is anticipated to be a floating rate based on the one-month term secured overnight financing rate (“SOFR”) published by relevant governmental body (“Term SOFR”) plus 200 basis points as set forth in the Debt Commitment Letter, adjusted monthly.

It is anticipated that the Loans will be secured by a first-priority security interest in all domestic personal property of Parent and the surviving corporation of the Merger and by a pledge of all of the outstanding shares of the surviving corporation (the “Collateral”). Availability under the Revolving Loan is expected to be subject to a borrowing base calculation that will include up to 85% of eligible accounts receivable and 100% of cash on the balance sheets of Parent and the surviving corporation as described in the Debt Commitment Letter.

It is anticipated that voluntary prepayments of the Term Loan will be permitted at any time without premium or penalty. The Debt Commitment Letter provides for mandatory prepayment of the Term Loan with excess cash flow, as defined in the Debt Commitment Letter, but only if certain financial metrics described in the Debt Commitment Letter are met.

It is anticipated that the definitive documents for the Financing will include customary representations, warranties and covenants, including without limitation financial covenants requiring maintenance of a fixed charge ratio, calculated as described in the Debt Commitment Letter, of not less than 1.20 to 1.00 as of the end of each fiscal quarter and a senior funded debt ratio, calculated as described in the Debt Commitment Letter, of no more than 3.25 to 1.00 as of the end of each fiscal quarter.

The documentation governing the Financing has not been finalized. Accordingly, the terms thereof are subject to change.

The funding of the Financing, is subject to the following conditions:

●

execution and delivery of definitive loan documents on terms consistent with the Debt Commitment Letter and other customary closing and legal documentation;

●

the Lender shall have received all fees required to be paid and all expenses for which invoices have been presented;

●

the Lender shall have received, at least three business days prior to the applicable closing date, all documentation and other information relating to Parent and the surviving corporation as has been reasonably requested in writing at least ten business days prior to the applicable closing date by Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act;

●

liens creating a first priority (subject to permitted liens under the loan documents) security interest in the Collateral shall have been perfected, subject to certain exceptions set forth in the Debt Commitment Letter);

●

the Acquisition shall be consummated in all material respects in accordance with the Merger Agreement without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Lender unless it is approved by the Lender; provided that (a) any alteration, supplement, amendment, modification, waiver or consent that (i) decreases the purchase price in respect of the Acquisition of not greater than ten percent shall not require the consent of the Lender, (ii) increases the purchase price in respect of the Acquisition shall not require the consent of the Lender, so long as such increase is funded by amounts permitted to be drawn under the Financing provided for in the Debt Commitment Letter or balance sheet cash and (b) any amendment that modifies the definition of “Material Adverse Effect” (as defined in the Merger Agreement) or similar defined term shall be deemed to be materially adverse to the interests of the Lender for the purpose of this paragraph; and

●

the Specified Representations, as defined in the Debt Commitment Letter, shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality or material adverse effect, in which instance such representation and warranty shall be true and correct in all respects) and the Specified Merger Agreement Representations, as defined in the Debt Commitment Letter, shall be true and correct in all respects.

In addition to the foregoing conditions, the Debt Commitment Letter will terminate if the Financing is not closed by 5:00 p.m. EST on June 30, 2024, unless extended in writing by the Lender.

The foregoing summary of certain provisions of the Debt Commitment Letter is qualified by reference to the Debt Commitment Letter itself, which is incorporated herein by reference. We have filed a copy of the Debt Commitment Letter as Exhibit (b) to the Schedule TO.

10.

Background of the Offer

The following is a description of contacts between representatives of BCforward, Parent, Purchaser, and the Company that resulted in the execution of the Merger Agreement and the agreements related to the Offer. For a review of the Company’s additional activities, please refer to the Schedule 14D-9 that will be filed by the Company with the SEC and mailed to Company stockholders.

In the ordinary course of business, BCforward regularly evaluates business development opportunities, including strategic acquisitions and partnership and collaboration opportunities.

On September 8, 2023, George Shea of FOCUS Investment Banking LLC (“FOCUS”), the Company’s financial advisor, sent an email to Justin Christian, Chief Executive Officer of BCforward, introducing the Company to Mr. Christian.

On September 19, 2023, BCforward and FOCUS, entered into a confidentiality agreement, which agreement contains a standstill provision.

On September 29, 2023, representatives of BCforward, including Mr. Christian and Bryan Smith, Chief Financial Officer of BCforward, met with representatives of FOCUS, including Bob Maiden and Mr. Shea, by video conference for the purpose of gaining information about the Company and gauging BCforward’s continued interest in learning more about the Company’s then-current capitalization and its recruiting and staffing capabilities.

On October 11, 2023, representatives of BCforward, including Mr. Christian and Mr. Smith, traveled to the Company’s facility in Edison, New Jersey and met, in person and by video conference, with representatives of FOCUS and representatives of the Company, including Tom Salerno, Chief Executive Officer of the Company, John Sharkey, Senior Vice President and Chief Financial Officer of the Company, and Mohammed Shah, Director of Sales and Recruiting of the Company, to discuss the Company’s history, customers, markets, technology and other aspects of its business and operations.

On October 18, 2023, Mr. Shea emailed to BCforward instructions for submitting an Indication of Interest for a proposed transaction to acquire the Company.

On October 30, 2023, BCforward submitted to the Company and FOCUS an Indication of Interest with an aggregate price range between $21.5 million to $29.0 million on a cash-free, debt-free basis, assuming certain financial metrics by the Company.

On November 3, 2023, Mr. Maiden and Mr. Shae met by video conference with Mr. Christian and Mr. Smith and representatives of BCforward to discuss the Company’s response to the Indication of Interest and potential next steps in the process.

On November 14, 2023, FOCUS provided BCforward with access to the Company’s preliminary data room.

Beginning in December 2023, Mr. Smith initiated informal discussions with potential lending sources, including the Lender, to facilitate obtaining the Debt Commitment Letter and the Financing.

On December 12, 2023, Mr. Shea emailed to BCforward instructions for submitting a letter of intent for a proposed transaction to acquire the Company.

On December 17, 2023, BCforward engaged Ice Miller LLP (“Ice Miller”) as its outside counsel in connection with the Transactions.

On December 18, 2023, Mr. Christian and Mr. Smith met by video conference with Mr. Salerno, Mr. Syed, Mr. Sharkey, and representatives of FOCUS to discuss updated information about the Company’s financial performance and to address the terms of a proposed letter of intent between the parties.

On December 22, 2023, BCforward submitted an initial letter of intent regarding the proposed acquisition to the Company and FOCUS, which included aggregate consideration of $25,500,000, plus an amount equal to 100% of the cash and cash equivalents of the Company on the closing date, such cash amount not to exceed $4,500,000, equating to an offer price of up to $13.40 per share of common stock (the “December 22 Proposal”).

On December 26, 2023, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to discuss the December 22 Proposal, answer the parties’ initial questions and establish next steps in the process.

On December 28, 2023, Mr. Maiden and Mr. Smith had a telephone conversation and, at the instruction of the Company’s Board, Mr. Maiden informed Mr. Smith that the December 22 Proposal did not represent sufficient value to pursue a potential transaction, but that the Company would permit BCforward to conduct further due diligence in order to improve its offer.

On December 29, 2023, Mr. Maiden, Mr. Shea and Mr. Smith met by video conference to continue discussion of the letter of intent. At the meeting, the parties verbally agreed to an enterprise value equal to approximately $33.0 million, or an offer price of $14.74 per share, with no adjustment for working capital, debt or cash, subject to agreement on transaction structure and definitive documentation.

Between January 2, 2024 and January 10, 2024, the parties negotiated the terms of the proposed acquisition through the language of a letter of intent.

On January 5, 2024, Mr. Smith contacted Lockton Companies (“Lockton”) to begin the process of obtaining a representations and warranties insurance policy in connection with the Transactions.

On January 10, 2024, the Company and BCforward entered into the Due Diligence and Exclusivity Agreement dated January 10, 2024 (the “Exclusivity Agreement”), to govern the rights and obligations of the Company and BCforward during the period in which the parties pursued a potential transaction. The parties thereto amended the Exclusivity Agreement on March 11, 2024, March 26, 2024, and April 9, 2024, to extend the parties’ exclusivity period to pursue a potential transaction through April 26, 2024.

On January 12, 2024, Mr. Maiden, Mr. Shea, Jonathan Wilfong, of FOCUS, and Mr. Smith met by video conference to begin to plan the due diligence process.

On January 17, 2024, BCforward engaged Katz, Sapper & Miller LLP (“Katz Sapper”), a public accounting firm, to assist it with its due diligence investigation of the Company.

On January 18, 2024, representatives of the Company, FOCUS, and Lockton met with Mr. Smith to begin the due diligence process and introduce the Lockton team for purposes of insurance due diligence as well as potential underwriting of a “representations and warranties” insurance policy in connection with the Transactions.

Also on January 18, 2024, representatives of the Company, FOCUS, and KSM met by video conference with Mr. Smith to introduce the KSM team working on BCforward’s quality of earnings analysis to the representatives of the Company and to address initial questions regarding the Company and the proposed Transactions.

On January 22, 2024, FOCUS began to provide to BCforward and its outside advisors certain due diligence information requested by BCforward in a virtual data room. In addition to their review of the virtual data room, from January 22, 2024, through May 15, 2024, BCforward and its outside advisors participated in calls and meetings with the Company’s senior management and its representatives and outside advisors as part of BCforward’s due diligence investigation. BCforward’s confirmatory due diligence investigation continued through May 15, 2024.

On February 5, 2024, Mr. Salerno, Mr. Christian and Mr. Smith met by video conference to discuss the recent downward trends in the Company’s material accounts.

On February 7, 2024, representatives of the Company, BCforward, FOCUS, and KSM met by video conference to continue discussions relating to the quality of earnings analysis.

On February 16, 2024, Mr. Smith and Mr. Maiden had a telephone call to discuss the structure and status of the transaction as well as the Company’s declining financial performance.

On February 19, 2024, representatives of Ice Miller provided the first draft of the Merger Agreement to Shulman Rogers, P.A., outside counsel to the Company (“Shulman Rogers”), which included customary “fiduciary out” provisions that provided the Company the ability to terminate the Merger Agreement and accept and enter into a definitive Merger Agreement with respect to an unsolicited Superior Company Proposal (as defined in the Merger Agreement) provided that the Company pays the Termination Fee. During the period from February 19, 2024, through May 15, 2024, representatives of Shulman Rogers and Ice Miller discussed and exchanged drafts of the Merger Agreement and the corresponding Company Disclosure Letter, including a proposal by the Company that established the Reverse Termination Fee.

On February 22, 2024, representatives of the Company, BCforward, KSM, and FOCUS met by video conference to address KSM’s tax due diligence questions.

On March 1, 2024, Shulman Rogers delivered a revised draft of the Merger Agreement to Ice Miller. This revised draft of the Merger Agreement provided for, among other things, an offer price of $14.7406 per share without deduction for transaction expenses and a termination fee of $1 million.

On March 4, 2024, representatives of Ice Miller sent representatives of Shulman Rogers a proposed form of the Tender and Support Agreement that BCforward requested to be executed by certain stockholders of the Company with a collective beneficial ownership of approximately 45% of the outstanding Shares. Between March 4, 2024 and May 14, 2024, representatives of Ice Miller and representatives of Shulman Rogers exchanged drafts of the form of Tender and Support Agreement and negotiated the terms of the Tender and Support Agreements with the stockholders.

On March 5, 2024, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to discuss the status of the transaction documents, open items in due diligence, calculation of the price per share in the transaction and the Company’s recent financial performance, including declining revenue and earnings. The parties also discussed the preparation of revised forecasts of the Company’s financial performance in light of the downward trends in the Company’s material accounts.

On March 19, 2024, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to continue the discussion about the updated forecast of the Company’s financial performance and to address open items relating to the Transactions.

On March 20, 2024, representatives of the Company, BCforward, KSM, and FOCUS met by video conference for the purpose of a detailed discussion of the Company’s revised forecast for fiscal years 2024 and 2025.

On March 22, 2024, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to discuss adjustments to the purchase price to reflect the decline in the Company’s financial performance reflected by the revised forecast as well as purchase price adjustments to account for transaction expenses to be paid by the Company.

On March 25, 2024, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to discuss BCforward’s proposal that the aggregate transaction price be reduced from approximately $33.0 million to approximately $29.5 million (in each case, inclusive of amounts to be paid in respect of unvested equity awards) in light of the Company’s recent financial performance and transaction expenses to be paid by the Company.

Also on March 25, 2024, Mr. Smith, Mr. Maiden and Mr. Shea again met by video conference during which Mr. Maiden and Mr. Shea relayed the Company’s counterproposal of an aggregate purchase price of approximately $31.0 million (inclusive of amounts to be paid in respect of unvested equity awards).

Later in the day on March 25, 2024, Mr. Smith, Mr. Maiden and Mr. Shea had a telephone call in which Mr. Smith shared BCforward’s counterproposal of an aggregate purchase price of approximately $30.0 million (inclusive of amounts to be paid in respect of unvested equity awards).

On March 26, 2024, Mr. Maiden and Mr. Shea, at the Company’s Board’s instruction, contacted Mr. Smith and conveyed the Company’s Board’s counterproposal of approximately $30.22 million (inclusive of amounts to be paid in respect of unvested equity awards), or $13.50 per fully diluted Share. During the conversation, Mr. Smith advised the FOCUS representatives that Parent’s senior management had determined to offer a price of $13.40 per fully diluted Share, or aggregate consideration of approximately $30.0 million (inclusive of amounts to be paid in respect of unvested equity awards) (the “March 26 Proposal”), and that Parent would not likely be able to increase the price beyond that amount. Mr. Maiden and Mr. Shea responded that they did not have authorization to negotiate below $13.50 per share and would have to take the March 26 Proposal back to the Company’s Board.

Later on March 26, 2024, Mr. Smith, Mr. Maiden and Mr. Shea had a telephone call, during which Mr. Maiden communicated to Mr. Smith that the Company’s Board authorized the chief executive officer of the Company to accept Purchaser’s offer of

approximately $30.0 million in the aggregate (inclusive of amounts to be paid in respect of unvested equity awards), or $13.40 per Share, subject to resolution of all remaining issues and completion of definitive agreements.

On March 29, 2024, BCforward selected Euclid Transactional, LLC (“Euclid”) as the representations and warranties insurer. Between March 29, 2024 and May 15, 2024, representatives of Purchaser, KSM, Lockton and Ice Miller provided due diligence information regarding the Company and drafts of transaction documents to Euclid and otherwise assisted Euclid and its counsel in the conduct of its due diligence investigation of the Company.

On April 3, 2024, Shulman Rogers provided an initial draft of the Company Disclosure Letter to Ice Miller.

On April 8, 2024, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to discuss the treatment of bonuses to be paid by the Company to certain employees and non-employee directors prior to the closing of the Merger. Following discussion among the parties, it was agreed that there would not be a purchase price adjustment for these bonuses, as these costs are offset by other transaction expenses and liabilities that had been overestimated in the Company’s projections.

On April 9, 2024, Mr. Sharkey, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to discuss the Company’s revised forecast for fiscal years 2024 and 2025 and related reconciling adjustments. Also on April 9, 2024, Mr. Maiden and Mr. Smith met by video conference to further discuss details of the Company’s forecast spreadsheets.

On April 10, 2024, Mr. Sharkey, Mr. Smith, Mr. Maiden and Mr. Shea met by video conference to continue discussion of the revised forecasts and related reconciling adjustments.

Between April 11, 2024 and May 15, 2024, representatives of the Company and Purchaser and, in many instances, their respective outside counsel, met by video conference multiple times to discuss the status of the transaction and open items, including the Merger Agreement, the public announcement of the Merger and the related communication plan.

On April 25, 2024, Mr. Salerno, Mr. Christian, and Mr. Smith met in person over lunch in New Jersey to discuss various business diligence items relating to the Company, including, performance of key accounts, the management team, employment agreements and other open items.

Also on April 25, 2024, Mr. Christian, informed the Company that, in order to obtain preferable terms for the Financing, he would be forming Parent as a new entity that he would wholly own to be party to the Merger Agreement. This entity in turn would form another subsidiary that would also be party to the Merger Agreement and would be Purchaser in the Offer.

Later on April 25, 2024, Parent received a draft of the Debt Commitment Letter for up to $24.0 million of credit facilities from the Lender and representatives of Parent and Ice Miller negotiated the terms of the Debt Commitment Letter with the Lender and its counsel.

On April 26, 2024, representatives of Ice Miller provided a draft of the Debt Commitment Letter to representatives of Shulman Rogers.

Between April 25, 2024 and May 13, 2024, representatives of Parent, Ice Miller and Shulman Rogers exchanged comments regarding the Debt Commitment Letter with the Lender and its counsel. During this time, among other changes, Mr. Christian was added as a party to the Debt Commitment Letter.

Between April 17, 2024, and May 14, 2024, representatives of Ice Miller and representatives of Shulman Rogers exchanged drafts of the Merger Agreement and negotiated, among other things, representations, warranties and covenants related to Parent’s capitalization and bank financing; a reverse termination fee of $6.0 million and terms related thereto; and Purchaser’s right in certain instances to extend the offer expiration date up to August 15, 2024. The revised Merger Agreement reflected Mr. Christian’s capitalization of Parent with $9.0 million in cash.

On May 3, 2024, representatives of Shulman Rogers and representatives of Ice Miller discussed Parent’s arrangement of bank financing for the acquisition via conference call.

On May 14, 2024, representatives of Ice Miller informed representatives of Shulman Rogers that Parent, Mr. Christian and the Lender had executed the Debt Commitment Letter.

Also on May 14, 2024, Purchaser’s board of directors held a meeting during which it reviewed and approved the Merger Agreement and the Transactions, including the Offer and the Merger.

On May 15, 2024, the Company, Parent and Purchaser executed the Merger Agreement, Parent, Purchaser and certain stockholders of the Company executed the Tender and Support Agreements and Euclid bound coverage under the representations and warranties insurance policy. The Company, Parent and Purchaser issued a joint press release, after 5:30 pm EDT on May 15, 2024, announcing the execution of the Merger Agreement and the forthcoming commencement of the Offer.

Before the opening of trading on May 16, 2024, Parent and Purchaser filed a Schedule TO-C and the Company filed a Schedule 14D-9C, with copies of their respective preliminary communications made before the commencement of a tender offer. The Company filed a Current Report on Form 8-K on May 17, 2024.

On May 30, 2024, Purchaser commenced the Offer, and Parent filed this Offer to Purchase.

11.

The Merger Agreement; Other Agreements

Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement itself which has been filed as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. Copies of the Merger Agreement and the Schedule TO, and any other filings that Parent or Purchaser makes with the SEC with respect to the Offer, may be obtained in the manner set forth in Section 8 — “Certain Information Concerning Parent and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used in this Section 11 and not otherwise defined in this Offer to Purchase have the respective meanings set forth in the Merger Agreement.

The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to modify or supplement any factual disclosures about Parent, Purchaser or the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of Parent, Purchaser and the Company and may be subject to qualifications and limitations agreed upon by Parent, Purchaser and the Company. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and any description thereof contained or incorporated by reference herein, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between Parent and Purchaser, on one hand, and the Company, on the other hand, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases, are qualified by the confidential disclosure letter delivered by the Company to Parent and Purchaser concurrently with the execution of the Merger Agreement (the “Disclosure Letter”). Neither the inclusion of the Merger Agreement nor the summary of the Merger Agreement is intended to modify or supplement any factual disclosures about the Company, Parent or Purchaser in the Company’s public reports filed with the SEC. Investors are not third-party beneficiaries under the Merger Agreement (except that, after the Effective Time, any one or more of the holders of Shares and Unvested Stock Awards may enforce the provisions in the Merger Agreement relating to their right to receive the consideration in the Merger applicable to such holder(s), and certain provisions pertaining to limitations of liability if the Termination Fee (as defined below) is paid to Parent, or if the Reverse Termination Fee (as defined below) is paid to the Company, are intended to benefit and will be enforceable by the stockholders of the Company or Parent, as the case may be). Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since May 15, 2024, which subsequent information may or may not be fully reflected in Parent, Purchaser and the Company’s public disclosures.

The Offer. Provided that the Merger Agreement has not been validly terminated, Purchaser will commence the Offer as promptly as practicable, and in no event later than May 30, 2024. Purchaser’s obligation to, and Parent’s obligation to cause Purchaser to, irrevocably accept for payment and pay for Shares validly tendered and not properly withdrawn in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described herein. Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions described herein, the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer and, in any event, no more than three business days after the expiration of the Offer.

Purchaser expressly reserves the right (but is not obligated) at any time and from time to time in its sole discretion (i) to waive, in whole or in part, any Offer Condition, (ii) increase the Offer Price or (iii) modify the terms of the Offer in any manner not inconsistent with the Merger Agreement, except that the Company’s prior written approval is required for Purchaser to, and for Parent to permit Purchaser to:

●

reduce the number of Shares subject to the Offer (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement);

●

reduce the Offer Price (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement);

●

waive, amend or modify either of the Minimum Tender Condition or the Termination Condition (as defined below);

●

add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares;

●

change the form or terms of consideration payable in the Offer;

●

otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to holders of Shares; or

●

provide for any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act.

The Merger Agreement provides that:

(i)

if, at the scheduled Expiration Time, any Offer Condition, other than the Minimum Tender Condition, has not been satisfied or waived, Purchaser will, and Parent will cause Purchaser to, extend the Offer for one or more consecutive increments of not more than 10 business days each (or such longer period as Parent and the Company may agree), until such time as such conditions have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied);

(ii)

(iii)

(iv)

if, at the scheduled Expiration Time (as may have been extended pursuant to the Merger Agreement), each Offer Condition has been satisfied or waived and Parent and Purchaser are unable to obtain the proceeds of and consummate the Financing in an amount sufficient to pay the Required Amount, Purchaser may elect to extend the Offer for one or more consecutive increments of such duration as is reasonably necessary to negotiate and enter into the Definitive Financing Agreements and/or consummate the Financing, or to seek and obtain alternative financing in an amount sufficient to pay the Required Amount in accordance with the terms of the Merger Agreement, but not more than 10 business days each (or for such longer period as may be agreed to by Parent and the Company); provided that, without the prior written consent of the Company, Purchaser may not extend the Offer beyond the Outside Date.

In each case, Purchaser is not required to extend the Offer beyond the Outside Date and may only do so with the Company’s consent.

The Merger. At the Effective Time, Purchaser will merge with and into the Company, the separate corporate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation. Subject to the Merger Agreement and pursuant to the DGCL (including Section 251 thereof), the closing date of the Merger will take place no later than the second business day after satisfaction or waiver of the closing conditions set forth in the Merger Agreement. Parent, Purchaser and the Company have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h)(6) of the DGCL) of the Offer (but in any event on the same date, or, if the consummation of the

Offer occurs on a day that is not a business day, the next occurring business day, as the consummation of the Offer) without a vote of holders of the Shares in accordance with Section 251(h) of the DGCL.

At the closing of the Merger, the Company will cause the certificate of merger to be filed with the Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DGCL, and will make all other filings or recordings required under the DGCL to effectuate the Merger.

At the Effective Time, the certificate of incorporation of the Company will be amended and restated in its entirety and, as so amended, will be the certificate of incorporation of the Surviving Corporation. The bylaws of the Surviving Corporation immediately following the Effective Time will be the bylaws of Purchaser immediately prior to the Effective Time, except that references to the name of Purchaser will be replaced by the name of the Surviving Corporation.

Board of Directors and Officers. The board of directors of the Surviving Corporation immediately following the Effective Time will consist of the members of the board of directors of Purchaser immediately prior to the Effective Time, and the officers of the Surviving Corporation immediately following the Effective Time will consist of the officers of Purchaser immediately prior to the Effective Time, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Conversion of Capital Stock at the Effective Time. In the Merger, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any Company Subsidiary immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent or Purchaser at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer, or (iv) the Dissenting Shares) will be converted into the right to receive the Merger Consideration, less any applicable tax withholding.

Each share of Purchaser’s common stock issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

The holders of certificates or book-entry shares which immediately prior to the Effective Time represented Shares will cease to have any rights with respect to such Shares other than the right to receive, upon surrender of such certificates or book-entry shares in accordance with the procedures set forth in the Merger Agreement, the Merger Consideration, or, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Treatment of Equity Awards. At the Effective Time, each stock award of the Company granted under a Company Stock Plan or as a non-plan inducement award that is then outstanding but not then vested will be canceled and the holder will be entitled to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of Shares constituting such unvested stock award, which Parent shall cause the Surviving Corporation to pay such cash amount to the applicable holders of unvested stock awards at or reasonably promptly after the Effective Time (but in no event later than the Company’s next regular payroll date following the closing date of the Merger).

Withholding. Notwithstanding any other terms of the Merger Agreement, each of Parent, the Company and the Depositary are entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement or Offer only such amounts required to be deducted and withheld under the Code or any other tax law.

Transfer Taxes. If payment is to be made to a person other than the person named on a surrendered Share Certificate, it will be a condition to such payment that the person presenting such Share Certificate must pay any transfer tax or other taxes required or must establish to the satisfaction of Parent that such tax has been paid or is not required to be paid.

In the Merger Agreement, the Company has made representations and warranties to Parent and Purchaser with respect to, among other things:

●

corporate matters, such as organization, organizational documents, standing, qualification, power and authority;

●

capital structure;

●

title to assets;

●

subsidiaries and equity interests;

●

authority, execution and enforceability relative to the Merger Agreement;

●

no conflicts and required consents;

●

SEC filings and undisclosed liabilities;

●

disclosure controls and internal controls over financial reporting;

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accuracy of information supplied for purposes of the offer documents and the Schedule 14D-9;

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the absence of specified changes or events;

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taxes;

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labor relations;

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employees and employee benefit plans;

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leased real property;

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contracts;

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litigation;

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compliance with laws, including anti-corruption and anti-bribery laws;

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services;

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environmental matters;

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intellectual property and information systems;

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privacy and data;

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insurance;

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customers and suppliers;

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brokers and other advisors;

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no rights agreements;

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anti-takeover provisions and statutes;

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the opinion of its financial advisor;

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no stockholder vote required; and

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affiliate transactions.

Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, event, condition, development, circumstance, fact, effect or occurrence that (i) has a material adverse effect on the assets, business, financial condition or results of operations of the Company or Company Subsidiaries, taken as a whole, or (ii) prevents the Company from consummating the Transactions on or before the Outside Date. For purposes of clause (i) of the definition of “Company Material Adverse Effect,” none of the following, and no change, event, condition, development, circumstance, fact, effect or occurrence that results from or arises in connection with the following, either alone or in combination, will be deemed to constitute a Company Material Adverse Effect:

(A) changes in general conditions in the industries in which the Company and the Company Subsidiaries operate;

(B) changes in general economic or regulatory, legislative or political conditions, including any actual or potential stoppage, shutdown, default or similar event or occurrence affecting a national or federal government, or securities, credit, banking, financial or other capital markets conditions, in each case, in the United States;

(D) any acts or threats of war or terrorism, or any escalation thereof;

(E) any epidemic, pandemic (including COVID-19), disease outbreak or other public health-related event (as declared by the World Health Organization or the United States Center for Disease Control), hurricane, tornado, flood, fire, volcano, earthquake or other natural disaster or any other national calamity;

(F) the failure, in and of itself, of the Company to meet any internal or external projections, forecasts, estimates or predictions in respect of any financial or operating metrics before, on or after May 15, 2024, or changes in the market price or trading volume of the Company common stock or the credit rating of the Company (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition);

(G) the announcement, pendency or performance of any of the Transactions, including the identity of, or any facts or circumstances relating to, Parent, Purchaser or their respective affiliates;

(H) the Company’s compliance with the covenants contained in the Merger Agreement; or

(I) any action taken by the Company or any Company Subsidiary at Parent’s written request or with Parent’s written consent, except in the case of clause (A), (B), (C), (D) or (E), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries operates (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Company Material Adverse Effect).

In the Merger Agreement, Parent and Purchaser have made representations and warranties to the Company with respect to:

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corporate matters, such as organization, organizational documents, standing, qualification, power and authority;

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authority, execution and enforceability relative to the Merger Agreement;

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no conflicts and required consents;

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accuracy of information supplied for purposes of the offer documents and the Schedule 14D-9;

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brokers;

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litigation;

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ownership of securities of the Company;

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financing of funds to consummate the Offer and the Merger; and

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financial capability.

Some of the representations and warranties in the Merger Agreement made by Parent and Purchaser are qualified as to “materiality” or “Parent Material Adverse Effect.” For purposes of the Merger Agreement, the term “Parent Material Adverse Effect” means any change, effect, event or occurrence that prevents Parent or Purchaser from consummating the Offer, the Merger and the other Transactions on or before the Outside Date.

None of the representations and warranties of the parties to the Merger Agreement contained in the Merger Agreement or in any schedule, instrument or other document delivered pursuant to the Merger Agreement survive the Effective Time.

Conduct of Business Pending the Merger. The Company has agreed that, from May 15, 2024 until the earlier of the Acceptance Time and the termination of the Merger Agreement in accordance with its terms, except as expressly provided by the Merger Agreement or as disclosed prior to execution of the Merger Agreement in the Disclosure Letter delivered to Parent in connection with the Merger Agreement, the Company will, and will cause each Company Subsidiary to, conduct its business in the ordinary course and use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its present relationships and goodwill with suppliers, licensors, licensees, contractors, partners and others having material business dealings with it.

The Company has further agreed that, from May 15, 2024 to the earlier of the Acceptance Time or the termination of the Merger Agreement in accordance with its terms, except as expressly provided for by the Merger Agreement or as set forth prior to execution of

the Merger Agreement in the Disclosure Letter, the Company will not do any of the following without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned), among other things and subject to specified exceptions (including specified ordinary course exceptions):

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enter into any new material line of business or enter into any agreement, arrangement or commitment that materially limits or otherwise restricts the Company or its affiliates (other than in the case as further described in Section 6.01(a) of the Merger Agreement), from time to time engaging or competing in any line of business or in any geographic area or (ii) otherwise enter into any agreements, arrangements or commitments imposing material restrictions on the Company’s assets, operations or business; provided, however, that the foregoing shall not preclude the Company or any Company Subsidiary from entering into contracts with its customers or staffing firms that provide personnel for engagements with customers of the Company or any Company Subsidiary that contain customary employee non-solicit and no-hire provisions for the benefit of such customers or staffing firms;

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declare, set aside, establish a record date in respect of, accrue, or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock of the Company, other than dividends and distributions of cash by a direct or indirect wholly owned subsidiary of the Company to its parent; split, combine or reclassify any capital stock of the Company or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock; repurchase, redeem, offer to redeem or otherwise acquire, directly or indirectly, any shares of capital stock of the Company or other securities, except for (i) the withholding of shares of common stock of the Company to satisfy tax obligations with respect to awards granted pursuant to the Company’s stock plans outstanding on May 15, 2024 and (ii) the acquisition by the Company of the Company’s stock awards outstanding on May 15, 2024 in connection with the forfeiture of such awards, in each case in accordance with their terms;

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issue, grant, deliver, sell, authorize, pledge or otherwise encumber any shares of the Company’s capital stock or options, warrants, convertible or exchangeable securities, stock-based performance awards or other rights to acquire such shares, any bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) or any other rights that give any person the right to receive any economic interest of a nature accruing to the holders of the Company’s common stock, other than issuances of the Company’s common stock upon the vesting of stock awards of the Company in accordance with their terms as outstanding and in place on May 15, 2024;

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amend its certificate of incorporation, bylaws or other comparable organizational documents;

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form any subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other person (other than the Company);

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except as required pursuant to the terms of any Company Benefit Plan or Company Benefit Agreement (or as necessary to satisfy a Tax qualification requirement) in effect as of May 15, 2024:

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adopt, enter into, establish, terminate, amend or modify any Company Benefit Plan or Company Benefit Agreement, or any plan or arrangement that would be a Company Benefit Plan or Company Benefit Agreement if in effect as of May 15, 2024;

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grant to any director, employee or individual service provider any increase in base or other compensation;

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grant to any director, employee, or individual service provider any increase in severance or termination pay;

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pay or award, or commit to pay or award, any bonuses or incentive compensation;

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enter into any employment, retention, consulting, change in control, severance or termination agreement with any director, employee or individual service provider, other than offer letters, consulting agreements and/or termination agreements with Engagement Personnel joining or ending an engagement in the ordinary course of business;

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take any action to accelerate any rights or benefits under any benefit plan or benefit agreement, or the funding of any payments or benefits under any benefit plan or benefit agreement;

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hire or terminate (other than for cause) the employment or service of any employee or individual service provider (other than, in the case of Engagement Personnel, in the ordinary course of business); or

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negotiate, modify, extend, terminate, or enter into any collective bargaining or similar contract with any labor union, labor organization or works council or recognize or certify any labor union, works council, or other labor organization or group of employees as the bargaining representative for any employees of the Company or any Company Subsidiary;

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make any change in accounting methods, principles or practices, except as may be required (i) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or (ii) by law, including Regulation S-X promulgated under the Securities Act of 1933, as amended, in each case, as agreed to by the Company’s independent public accountants;

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sell, lease (as lessor), license or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any lien (other than a permitted lien), any properties or assets (other than intellectual property) except (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business, (ii) pursuant to contracts to which the Company or any Company Subsidiary is a party made available to Parent and in effect prior to May 15, 2024;

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sell, assign, license or otherwise transfer any intellectual property owned by the Company, except (i) for licenses (including sublicenses) to intellectual property granted in the ordinary course of business, (ii) pursuant to Standard IP Contracts (as defined in the Merger Agreement), (iii) pursuant to contracts to which the Company or any Company Subsidiary is a party, made available to Parent and in effect prior to May 15, 2024, or (iv) abandonment or other disposition of any of the Company’s intellectual property at the end of the applicable statutory term, in the ordinary course of prosecution or otherwise in the ordinary course of business;

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incur or materially modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Company Subsidiary, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person, or enter into any arrangement having the economic effect of any of the foregoing;

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make any loans, advances or capital contributions to, or investments in, any other person, other than to or in (i) the Company or any Company Subsidiary, (ii) any acquisition not in violation of the Merger Agreement or (iii) any person pursuant to any advancement obligations under the Company’s certificate of incorporation or bylaws or indemnification agreements as in effect on or prior to May 15, 2024;

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other than in accordance with the Company’s or any Company Subsidiary’s capital expenditure budget made available to Parent, make or agree to make any capital expenditure or expenditures that in the aggregate are in excess of the amount specified in the Disclosure Letter;

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pay, discharge, settle, compromise or satisfy (i) any pending or threatened claims, liabilities or obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), including any Proceeding initiated by the Company or any Company Subsidiary, other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $10,000 per payment (assuming the payment in full of all future fixed or contingent payments), discharge, settlement, compromise or satisfaction of $25,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions or (ii) any litigation, arbitration, proceeding or dispute that relates to the Transactions;

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make, change or revoke any material tax election, change any annual tax accounting period or adopt or change any material method of tax accounting, file any material amended tax return, enter into any material closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law), or settle or compromise any material tax liability or refund;

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amend, cancel or terminate any material insurance policy naming the Company or any Company Subsidiary as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage;

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adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger);

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abandon, cancel, fail to renew or permit to lapse (i) any of the Company’s material registered intellectual property or (ii) any material registered intellectual property to the extent that the Company or any Company Subsidiary has the right to take or cause to be taken such action pursuant to the terms of the applicable contract under which such intellectual property is licensed to the Company or any Company Subsidiary (unless the Company or any Company Subsidiary has an obligation to do so);

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fail to renew (to the extent renewable at the option of the Company or any Company Subsidiary) or terminate any contract under which material intellectual property is licensed to the Company or any Company Subsidiary;

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disclose to any third party, other than under a confidentiality agreement or other legally binding confidentiality undertaking, any trade secret of the Company or any Company Subsidiary that is included in the Company’s intellectual property in a way that results in loss of material trade secret protection thereon, except in connection with any required regulatory filing;

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sell, transfer, license or otherwise encumber any of the Company’s intellectual property other than permitted liens;

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except in the ordinary course of business or in connection with any transaction to the extent specifically permitted by Section 6.01 of the Merger Agreement, enter into, terminate or modify in any material respect, or expressly release any material rights under, any specified material contracts or any contract that, if existing on May 15, 2024, would have been a specified material contract; or

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authorize, or enter into any executory agreement, commitment or undertaking to do any of the activities prohibited by the foregoing.

Access to Information. From and after May 15, 2024, subject to the requirements of applicable law, the Company has agreed to provide Parent and its officers, directors, employees, investment bankers, attorneys, other advisors or other representatives reasonable access during normal business hours to the Company’s properties, books and records, contracts and personnel, and furnish, as promptly as reasonably practicable, to the Company all information concerning its business, properties and personnel as Parent may reasonably request, subject to customary exceptions and limitations.

Directors’ and Officers’ Indemnification and Insurance. The Merger Agreement provides for indemnification, advancement of expenses and insurance rights in favor of the Company’s current and former directors, officers, employees and agents, who we refer to as “indemnitees.” Specifically, Parent and Purchaser have agreed that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights to advancement of expenses) existing at the execution of the Merger Agreement in favor of indemnitees as provided in the Company’s certificate of incorporation or bylaws or under any indemnification agreement in effect as of May 15, 2024 and made available to Parent will be assumed by the Surviving Corporation, without further action at the Effective Time, survive the Offer Closing and the Merger, continue in full force and effect in accordance with their respective terms and will for the period beginning upon the Acceptance Time and ending six years from the Effective Time, not be amended, repealed or otherwise modified in a manner that would adversely affect any right thereunder of any indemnitee. Parent will ensure that the Surviving Corporation complies with and honors these obligations.

At or prior to the Effective Time, the Company may obtain and fully pay the premium for “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions) for the period beginning upon the Acceptance Time and ending six years from the Effective Time, covering each indemnitee and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are in the aggregate, no less favorable to any indemnitee than those of the Company’s directors’ and officers’ liability insurance policies in effect on May 15, 2024 (the “Existing D&O Policies”). However, the maximum aggregate premium for such “tail” insurance policies will not exceed 300% of the aggregate annual premium payable by the Company pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”). If such “tail” insurance policies have been obtained by the Company, Parent will cause such “tail” insurance policies to be maintained in full force and effect, for their full term, and cause all obligations thereunder to be honored by it and the Surviving Corporation. In the event the Company does not obtain such “tail” insurance policies, then, for the period beginning upon the Acceptance Time and ending six years from the Effective Time, Parent will either purchase such “tail” insurance policies or Parent will maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions). However, neither Parent nor the Surviving Corporation will be required to pay aggregate annual premiums for maintaining the Existing D&O Policies in excess of the Maximum Amount, and, if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation will be obligated to obtain the maximum amount of coverage available for an annual premium not exceeding the Maximum Amount.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in the Merger Agreement, each of the Company, Parent and Purchaser will, and will cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable and in any event prior to the Outside Date, the Offer, the Merger and the other Transactions, including (i) causing each of the Offer Conditions and each of the conditions to the Merger set forth in the Merger Agreement to be satisfied, in each case as promptly as reasonably practicable after May 15, 2024, (ii) the making

of all necessary notices to, and the obtaining of all necessary or advisable actions or non-actions, waivers and consents from, any third party (including any Governmental Entity) with respect to the Merger Agreement or the Transactions, in each case as requested by Parent, provided that the Company will not be required to make, or agree to make, any payments, or enter into or amend any contract, in connection therewith, (iii) the making of all necessary registrations, declarations and filings with, and the taking of all reasonable steps as may be necessary to avoid a Proceeding by, any Governmental Entity with respect to the Merger Agreement or the Transactions, (iv) the defending or contesting of any Proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Merger Agreement. Each of Parent and the Company will not, and will not permit their respective subsidiaries to, enter into a definitive agreement providing for, or consummate, any acquisition of a 40% or greater ownership interest in or applicable assets of any third party where consummation of such agreement or acquisition would reasonably be expected to prevent or materially delay any required approvals or the expiration or termination of the applicable waiting period, under any Law applicable to the Merger.

Employee Matters. Parent will (or will cause the Surviving Corporation to), for a period of one year following the Effective Time (the “Continuation Period”) (or, if earlier with respect to an individual who is employed by the Company or any Company Subsidiary, the date of termination of employment of such individual), provide to each individual who is employed by the Company or any Company Subsidiary immediately prior to the Effective Time and who continues employment with Parent or the Surviving Corporation or any of their respective subsidiaries or affiliates as of immediately following the Effective Time (each, a “Company Employee”), except as provided in any agreement between any employee of the Company and the Surviving Corporation to be effective following the Effective Time, (i) a base salary or wage rate and target cash incentive opportunity that are at least as favorable in the aggregate to those provided to such Company Employee by the Company or any Company Subsidiary, as applicable, as of immediately prior to the Effective Time and (ii) other employee benefits (excluding cash incentive opportunities, severance (except as provided in the following sentence), equity and equity based awards, change in control plans, retention, transaction, nonqualified deferred compensation, defined benefit pension, and post-termination or retiree health or welfare benefits (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to such Company Employee by the Company or any Company Subsidiary under the Company’s benefit plans or the Company’s benefit agreements that are disclosed in the Disclosure Letter (other than the Excluded Benefits), as applicable, as of immediately prior to the Effective Time (or, to the extent a Company Employee becomes covered by an employee benefit plan or program of Parent (or one of its affiliates other than the Surviving Corporation) during such period, substantially comparable to those benefits maintained for and provided to similarly situated employees of Parent (or its relevant affiliate)). Notwithstanding the foregoing, during the six month period following the Effective Time, Parent will (or will cause the Surviving Corporation to) provide any Company Employee (other than any Engagement Personnel who transition off an engagement) who experiences a termination of employment under the circumstances set forth in the Disclosure Letter with severance benefits no less favorable than under the Company’s policies set forth in the Disclosure Letter, subject to the Company Employee’s execution of a general release of claims in favor of the Surviving Corporation, Parent and related persons.

Following the Effective Time, Parent will use commercially reasonable efforts to cause each Company Employee to be immediately eligible to participate, without any waiting time, in any and all employee benefit plans of Parent, the Surviving Corporation or any of their respective subsidiaries to the extent coverage under any such plan replaces coverage under a comparable benefit plan of the Company in which such Company Employee participated immediately prior to the Effective Time.

With respect to the Surviving Corporation’s plans that provide benefits for vacation, paid time off, severance or 401(k) savings, for purposes of determining eligibility to participate, level of benefits and vesting, each Company Employee’s service with the Company (as well as service with any predecessor employer of the Company, to the extent service with the predecessor employer is recognized by the Company) will be treated as service with the Company or any of its subsidiaries to the same extent and for the same purpose as such service was credited under the analogous benefit plan or benefit agreement of the Company. However, the foregoing will not apply to the extent it would result in duplication of benefits, compensation or coverage for the same period of service, for any purpose under an Excluded Benefit or to any benefit plan that is a frozen plan or that provides benefits to a grandfathered employee population.

With respect to any group health plan maintained by Parent or any of its subsidiaries in which any Company Employee is eligible to participate after the Effective Time, for the plan year that includes the closing date of the Merger, Parent will use commercially reasonable efforts to (and cause the Surviving Corporation to use commercially reasonable efforts to), to the extent permitted under such plan, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees and their eligible dependents and beneficiaries, to the extent such limitations were waived, satisfied or did not apply to such employees or eligible dependents or beneficiaries under the corresponding benefit plan of the Company that is a group health plan in which such employees participated immediately prior to the Effective Time and (ii) waive any waiting period or evidence of insurability requirement that would otherwise be applicable to a Company Employee and their eligible dependents on or after the

Effective Time, in each case, to the extent such Company Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous benefit plan of the Company that is a group health plan prior to the Effective Time.

Parent and the Company have agreed that the occurrence of the Effective Time will constitute a “Change in Control,” “Change of Control” or “Sale Event” for purposes of each benefit plan and benefit agreement of the Company which contain or refer to any such definition.

Stockholder Litigation. From and after May 15, 2024 until the earlier of the Expiration Time or the termination of the Merger Agreement in accordance with its terms, the Company will provide Parent an opportunity to review and to propose comments to all material filings or responses to be made by the Company in connection with any Proceedings commenced, or to the knowledge of the Company, threatened in writing, by or on behalf of one or more stockholders of the Company against the Company and its directors relating to any Transaction, and the Company will give reasonable and good faith consideration to any comments proposed by Parent. In no event will the Company enter into, agree to or disclose any settlement with respect to such Proceedings without Parent’s consent, such consent not to be unreasonably withheld, delayed or conditioned. The Company will notify Parent promptly of the commencement or written threat of any Proceeding of which it has received notice or become aware and will keep Parent promptly and reasonably informed regarding any such Proceedings.

No Solicitation. The Company will not, and the Company will cause its Subsidiaries and the Company’s and such Subsidiaries’ respective representatives not to, (i) directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals, or offers or the making of any submission or announcement of any inquiry, proposal, or offer that constitutes or could reasonably be expected to lead to a Company Takeover Proposal (as defined below), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any person regarding, furnish to any person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist or knowingly facilitate or knowingly encourage any effort by any person (other than Parent, Purchaser or any other respective designees) to make a Company Takeover Proposal or (iii) provide any material non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any person (other than Parent, Purchaser or any of their respective designees), in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a breach of the Company’s non-solicitation obligations set forth in Section 6.02(a) of the Merger Agreement, to refer the inquiring person to Section 6.02 of the Merger Agreement and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company will, and will cause its Subsidiaries and the directors and officers of the Company and each of its Subsidiaries to, and will use its reasonable best efforts to cause its representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on May 15, 2024 that constitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any person (other than Parent, Purchaser or any of their respective designees) within the last 12 months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access of all persons (other than Parent, Purchaser or any other respective designees) to any physical or electronic data rooms relating to a possible Company Takeover Proposal.

However, at any time prior to the Acceptance Time, in response to a Company Takeover Proposal made after May 15, 2024 that did not result from a breach of the Company’s non-solicitation obligations set forth in Section 6.02(a) of the Merger Agreement, in the event that the Company Board determines, in good faith, after consultation with outside counsel and a financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) enter into an Acceptable Confidentiality Agreement (as defined below) with any person or group of persons making such Qualifying Company Takeover Proposal, (B) furnish information with respect to the Company or any Company Subsidiary to the person or group of persons making such Qualifying Company Takeover Proposal and its or their representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company and any Company Subsidiary concurrently or promptly thereafter provides Parent, in accordance with the terms of the Confidentiality Agreement, any material non-public information with respect to the Company or any Company Subsidiary furnished to such other person or group of persons that was not previously furnished to Parent, and (C) participate in discussions or negotiations with such person or group of persons and its or their representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company and any Company Subsidiary may only take the actions described in clauses (A), (B) or (C) above, if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable law. The Company and any Company Subsidiary will not, and will cause its representatives not to, release any person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company or any Company Subsidiary is a party; provided that, if the Company Board determines in good faith, after consultation with its outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, the Company or any Company Subsidiary may waive any such standstill provision solely to the extent necessary to permit the applicable person (if such person has not been solicited in breach of the Company’s

non-solicitation obligations set forth in Section 6.02 of the Merger Agreement) to make, on a confidential basis to the Company Board, a Company Takeover Proposal, conditioned upon such person agreeing that the Company or any Company Subsidiary will not be prohibited from providing any information to Parent (including regarding any such Company Takeover Proposal) in accordance with, and otherwise complying with, the Company’s non-solicitation obligations set forth in Section 6.02 of the Merger Agreement.

“Acceptable Confidentiality Agreement” means a customary confidentiality agreement that contains confidentiality provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement (defined below); provided that such confidentiality agreement may omit to contain a “standstill” or similar obligation to the extent that Parent has been, or is, concurrently with the entry by the Company into such confidentiality agreement, released from any “standstill” or other similar obligation in the Confidentiality Agreement.

“Company Takeover Proposal” means any inquiry, proposal or offer from any person or group (other than Parent and its subsidiaries) relating to (i) any direct or indirect acquisition or purchase (including by license, partnership, collaboration distribution, disposition or revenue-sharing arrangement), in a single transaction or a series of related transactions, of (A) 20% or more (based on the fair market value thereof, as determined by the Company Board) of the assets of the Company and the Company Subsidiaries, taken as a whole or (B) 20% or more of the aggregate voting power of the capital stock of the Company, (ii) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company that, if consummated, would result in any person or group (or the stockholders of any person) beneficially owning, directly or indirectly, 20% or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the Transactions or (iii) any combination of the foregoing.

“Superior Company Proposal” means any written bona fide Company Takeover Proposal received after May 15, 2024 and that if consummated would result in a person or group (or the stockholders of any person) owning, directly or indirectly, (i) 75% or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity or (ii) 75% or more (based on the fair market value thereof, as determined in good faith by the Company Board) of the assets of the Company and the Company Subsidiaries, taken as a whole, on terms and conditions which the Company Board determines, in good faith, after consultation with outside counsel and its independent financial advisor, (A) is more favorable from a financial point of view to the stockholders of the Company than the Transactions, taking into account all the terms and conditions (including all financial, regulatory, financing, conditionality, legal and other terms and conditions) of such proposal and the Merger Agreement (including any changes to the terms of the Merger Agreement proposed by Parent pursuant to Section 6.02(b) of the Merger Agreement) and (B) is reasonably likely to be completed.

Wherever the term “group” is used in this subsection of the Merger Agreement, it is used as defined in Rule 13d-5 under the Exchange Act.

Recommendation Change. As described above, and subject to the provisions described below, the Company Board has determined to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser in the Offer. The foregoing recommendation is referred to herein as the “The Company Board Recommendation.” The Company Board also agreed to include the Company Board Recommendation with respect to the Offer in the Schedule 14D-9 and has permitted Parent to refer to such recommendation in this Offer to Purchase and documents related to the Offer.

Except as described below, neither the Company Board nor any committee thereof will:

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withdraw, qualify or modify in a manner adverse to Parent or Purchaser, or propose publicly to withdraw, qualify or modify in a manner adverse to Parent or Purchaser, the Company Board Recommendation or resolve or agree to take any such action;

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adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Company Takeover Proposal or resolve or agree to take any such action;

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publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer;

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fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this bullet and the foregoing three bullets is referred to as an “Adverse Recommendation Change”); or

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approve or recommend, or publicly propose to approve or recommend, or authorize, cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, option agreement,

merger agreement, joint venture agreement, partnership agreement or other agreement relating to or that would reasonably be expected to lead to, any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with the Merger Agreement), or resolve, agree or publicly propose to take any such action.

Nothing contained in the Company’s non-solicitation obligations set forth in Section 6.02 of the Merger Agreement or elsewhere in the Merger Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders), including making any “stop-look-and-listen” communication to the stockholders of the Company or (ii) making any disclosure to its stockholders if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties or applicable law; provided that any such action that would otherwise constitute an Adverse Recommendation Change shall be made only in compliance with Section 6.02(b) of the Merger Agreement (it being understood that: (A) any “stop, look and listen” letter or similar communication limited to the information described in Rule 14d-9(f) under the Exchange Act and (B) any disclosure of information to the Company’s stockholders that describes the Company’s receipt of a Company Takeover Proposal and the operation of the Merger Agreement with respect thereto and contains a statement that the Company Board has not effected an Adverse Recommendation Change shall be deemed to not be an Adverse Recommendation Change).

However, at any time prior to the Acceptance Time, subject to compliance with other provisions summarized under “—No Solicitation” and “—Recommendation Change” above, (1) the Company Board may take any of the actions specified in the first and fourth bullets of the definition of Adverse Recommendation Change above in response to an Intervening Event (as defined below) if the Company Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law and (2) if the Company Board receives a Superior Company Proposal that did not result from a breach of the provisions summarized under “—No Solicitation” the Company may make an Adverse Recommendation Change, and may terminate the Merger Agreement pursuant to the Superior Proposal Termination Right (defined below) in order to enter into a definitive agreement with respect to the Superior Company Proposal.

However, such action may only be taken if, prior to taking such action (1) the Company Board has given Parent at least four business days’ prior written notice of its intention to take such action and a description of the reasons for taking such action (which notice, in respect of a Superior Company Proposal, will specify the identity of the person who made such Superior Company Proposal and the material terms and conditions of such Superior Company Proposal and attach the most current version of the relevant transaction agreement, or, in respect of an Intervening Event, will include a reasonably detailed description of the underlying facts giving rise to such action), (2) the Company will have negotiated, and will have caused its representatives to negotiate in good faith, with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to revise the terms of the Merger Agreement in such a manner that would eliminate the need for taking such action (and in respect of a Superior Company Proposal, would cause such Superior Company Proposal to no longer constitute a Superior Company Proposal), (3) following the end of such notice period, the Company Board will have considered in good faith any revisions to the Merger Agreement irrevocably committed to in writing by Parent, and will have determined in good faith, after consultation with outside counsel, that failure to effect such recommendation change would be inconsistent with its fiduciary duties under applicable law and, with respect to a Superior Company Proposal, that such Superior Company Proposal continues to constitute a Superior Company Proposal and (4) in the event of any change to any of the financial terms (including the form and amount of consideration) of such Superior Company Proposal, the Company will, in each case, deliver to Parent an additional notice consistent with that described in clause (1) above and a renewed notice period under clause (1) above will commence during which time the Company will be required to comply with the foregoing covenants anew with respect to such additional notice, including clauses (1) through (4) above.

“Intervening Event” means any event, change, effect, development, condition or occurrence material to the Company and the Company Subsidiaries, taken as a whole, that was not known or reasonably foreseeable by the Company Board as of May 15, 2024 (or if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable); provided that in no event will any of the following constitute or contribute to an Intervening Event: (i) changes in the financial or securities markets or general economic or political conditions in the United States, (ii) changes (including changes in applicable law) or conditions generally affecting the industry in which the Company and any Company Subsidiary operates, (iii) the announcement or pendency of the Merger Agreement or the Transactions, (iv) changes in the market price or trading volume of the common stock of the Company (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an Intervening Event), (v) the Company’s and Company Subsidiaries’ meeting or exceeding any internal or published budgets, projections, forecasts or predictions of financial performance for any period, (vi) any fact relating to Parent or its affiliates or (vii) the receipt, existence or terms of any Company Takeover Proposal or any inquiry, offer, request or proposal that would reasonably be expected to lead to a Company Takeover Proposal, or the consequences of any of the foregoing.

Termination. The Merger Agreement may be terminated at any time prior to the Acceptance Time as follows:

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by mutual written consent of Parent, Purchaser and the Company;

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by either the Company or Parent, if (i) the Acceptance Time has not occurred on or before 4:59 p.m., Eastern time, on the Outside Date; provided that the right to terminate the Merger Agreement pursuant to the foregoing will not be available to any party to the Merger Agreement if the failure of the Acceptance Time to occur on or before the Outside Date is primarily due to a material breach of the Merger Agreement by such party (the “Outside Date Termination Right”) or (ii) any judgment issued, or other legal restraint or prohibition imposed, in each case, by any governmental entity of competent jurisdiction, or law, in each case, of the United States or any state thereof permanently preventing or prohibiting the consummation of the Offer or the Merger will be in effect and will have become final and non-appealable; provided that the party seeking to terminate the Merger Agreement pursuant to the foregoing clause (ii) will have complied in all material respects with its obligations under Section 7.02 of the Merger Agreement in respect of any such legal restraint;

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by Parent, if the Company breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform individually or in the aggregate with all such other breaches or failures to perform would result in the failure of any of certain specified Offer Conditions and cannot be or has not been cured prior to the earlier of (x) 30 days after the giving of written notice to the Company of such breach or failure to perform and (y) the Outside Date; provided that Parent and Purchaser are not then in material breach of the Merger Agreement (the “Company Material Breach Termination Right”);

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by Parent if an Adverse Recommendation Change has occurred (the “Adverse Recommendation Change Termination Right”);

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by the Company, if (i) Purchaser fails to commence the Offer in violation of the terms of the Merger Agreement (other than due to a violation by the Company of its obligations under the Merger Agreement), (ii) Purchaser will have terminated the Offer prior to its expiration date (as such expiration date may be extended in accordance with the Merger Agreement), other than in accordance with the Merger Agreement or (iii) all of the Offer Conditions have been satisfied or waived as of immediately prior to the expiration of the Offer and the Acceptance Time will not have occurred within five business days following the expiration of the Offer;

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by the Company, if Parent or Purchaser breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (i) individually or in the aggregate with all such other breaches or failures to perform, would result in a Parent Material Adverse Effect and (ii) has not been cured prior to the earlier of (x) 30 days after the giving of written notice to Parent or Purchaser of such breach or failure to perform and (y) the Outside Date (provided that the Company is not then in material breach of the Merger Agreement);

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by the Company, if (i) the Company Board authorizes the Company to enter into a definitive written agreement providing for a Superior Company Proposal, (ii) the Company Board has complied in all material respects with its obligations under the non-solicitation provisions of the Merger Agreement in respect of such Superior Company Proposal and (iii) the Company has paid, or simultaneously with the termination of the Merger Agreement pays, the fee due under the Merger Agreement that is payable if the Merger Agreement is terminated (the “Superior Proposal Termination Right”);or

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by the Company, if Parent and Merger Sub are unable or fail to obtain the proceeds of and consummate the Financing in an amount sufficient to pay the Required Amount, no later than the Outside Date.

Effect of Termination. If the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will become void and have no effect, without any liability or obligation on the part of Parent or Purchaser, on the one hand, or the Company, on the other hand (except to the extent that such termination results from the Willful Breach (as defined below) by a party thereto of any representation, warranty or covenant set forth in the Merger Agreement, in which case such party may be liable to the other party thereto for damages), except (i) certain specified provisions and definitions described in “Termination Fee” below and (ii) to the extent that such termination results from the Willful Breach of by a party of any representation, warranty or covenant set forth in the Merger Agreement, in which case such party may be liable to the other party for damages. “Willful Breach” means a material breach, or a material failure to perform, any covenant, representation, warranty, or agreement set forth in the Merger Agreement, in each case, that is the consequence of an intentional act or omission by a party thereto with the knowledge that the taking of such act or failure to take such act would result in, constitute or cause a material breach or material failure to perform the Merger Agreement. Parent and Purchaser have acknowledged and agreed in the Merger Agreement that any failure of Parent or Purchaser to satisfy its obligations to irrevocably accept for payment or pay for the Shares following satisfaction of the Offer Conditions, and any failure of Parent to cause the Merger to be effective following the satisfaction of the conditions set forth in the Merger Agreement, will be deemed to constitute a Willful Breach of a covenant of the Merger Agreement, if (i) Parent and Purchaser are unable to obtain the proceeds of and consummate the financing in an amount sufficient to pay the Required Amount, (ii) Parent and Purchaser are not in Willful Breach of any of its other

representations, warranties or agreements under the Merger Agreement and (iii) Parent shall have paid to the Company the Reverse Termination Fee in connection with any corresponding termination of the Merger Agreement.

Termination Fee. The Company will pay to Purchaser a fee of $1,250,000.00 (the “Termination Fee”) if:

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the Company terminates the Merger Agreement pursuant to the Superior Proposal Termination Right;

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Purchaser terminates the Merger Agreement pursuant to the Adverse Recommendation Change Termination Right; or

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(A) after May 15, 2024, a bona fide Company Takeover Proposal with a price per share of the Company’s common stock equal to or greater than the Offer Price is proposed or announced or has become known to the Company Board and such Company Takeover Proposal is not withdrawn prior to the time of termination, (B) the Merger Agreement is terminated (x) pursuant to the Outside Date Termination Right (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating the Merger Agreement pursuant to the proviso in the Outside Date Termination Right and in the case of a termination by either Parent or the Company, only if at the time of any such termination, and the Legal Restraint Condition have been satisfied but the Minimum Tender Condition has not been satisfied) or (y) by Parent pursuant to the Company Material Breach Termination Right as a result of a breach by the Company of a covenant in the Merger Agreement, and (C) within 12 months after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated. For these purposes, the term “Company Takeover Proposal” will have the meaning set forth in the definition of Company Takeover Proposal except that all references to 20% will be deemed references to 50%.

Reverse Termination Fee. Parent will pay to the Company a fee of $6,000,000.00 (the “Reverse Termination Fee”) if:

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the Company terminates the Merger Agreement because Parent is unable or fails to obtain financing in an amount sufficient to fund the Transactions by the Outside Date;

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the Company terminates the Merger Agreement because the Offer period (as may be extended by Parent per the above up to the Outside Date) expires and the Offer is not closed within five business days of expiration; or

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Parent terminates the Merger Agreement because the Offer has not closed by the Outside Date, and the Reverse Termination Fee would have been payable if the Company had terminated the Merger Agreement under (i) or (ii) above.

In the event the Termination Fee is paid to Parent in accordance with the terms of the Merger Agreement, or the Reverse Termination fee is paid to the Company in accordance with the Merger Agreement, such Termination Fee or Reverse Termination Fee, as the case may be, will be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent or Purchaser, on the one hand, or the Company, on the other hand, and will constitute the sole and exclusive remedy of Parent and Purchaser against the Company or any Company Subsidiary or any of their respective current, former or future stockholders, members and representatives (collectively, the “Company Related Parties”) or of the Company against Parent and Purchaser and any of their respective current, former or future stockholders, members and Representatives (collectively, the “Parent Related Parties”), as applicable, for any loss suffered as a result of the failure of the Transactions to be consummated, and no Company Related Party or Parent Related Party, as applicable, will have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions; provided that nothing contained in the Merger Agreement relieves any party from liability for any Willful Breach of the Merger Agreement. Acceptance by Parent of the Termination Fee after it is paid because the Company has terminated the Merger Agreement pursuant to the Superior Proposal Termination Right will constitute acceptance by Parent of the validity of any termination of the Merger Agreement pursuant to the Superior Proposal Termination Right.

Specific Performance. The parties have acknowledged and agreed that irreparable damage would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. The parties have further agreed that the parties thereto will be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions of the Merger Agreement, without proof of damages or otherwise (and each party waived any requirement for the securing or posting of any bond in connection with such remedy), in addition to any other remedy to which they are entitled at law or in equity. The right to specific enforcement includes the right of the Company to cause Parent and Purchaser to cause the Offer, the Merger and the other Transactions to be consummated on the terms and subject to the conditions set forth in the Merger Agreement and the right of the Company to cause Parent and Purchaser to cause any Lender to comply with its obligations under the Commitment Letter and/or the Definitive Financing Agreements.

Expenses. Except as otherwise set forth in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement, the Offer, the Merger and the other Transactions will be paid by the party incurring such fees or expenses, whether or not the Offer or the Merger is consummated, including, without limitation, the fees and disbursements of any legal counsel, independent accountants or any other person or representative whose services have been used by such party.

Offer Conditions. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”

Tender and Support Agreements

The following is a summary of the material provisions of the Tender and Support Agreements (as defined below). The following description of the Tender and Support Agreements is only a summary and is qualified in its entirety by reference to the Tender and Support Agreements, copies of which are filed as Exhibits (d)(2) and (d)(3) to the Schedule TO and are incorporated herein by reference.

Concurrently with entry into the Merger Agreement, Parent and Purchaser entered into a (i) Tender and Support Agreement (as it may be amended from time to time), dated as of May 15, 2024, with Zeff Capital, L.P (and affiliates) and (ii) Tender and Support Agreement (as it may be amended from time to time), dated as of May 15, 2024, with QAR Industries, Inc. and Robert Fitzgerald (and their respective affiliates). Collectively, as of May 15, 2024, the Supporting Stockholders beneficially owned approximately 45.55% of the outstanding Shares. Parent and Purchaser expressly disclaim beneficial ownership of all Shares covered by the Tender and Support Agreements.

The Tender and Support Agreements provide that, no later than 10 business days after the commencement of the Offer, the Supporting Stockholders will tender into the Offer, and not withdraw, all outstanding Shares (other than stock options of the Company that are not exercised and performance stock units of the Company that are not settled during the Support Period (as defined below)) each Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) as of the date of the Tender and Support Agreements or that the Supporting Stockholder acquires record ownership or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of after such date during the Support Period (collectively, the “Subject Shares”).

During the period from May 15, 2024 until the termination of the Tender and Support Agreements (the “Support Period”), the Supporting Stockholders have agreed, in connection with any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, or any action proposed to be taken by written consent (if permitted at such time) of the Company’s stockholders, to (i) appear at each such meeting or otherwise cause all Subject Shares to be counted as present at the meeting for purposes of determining a quorum and (ii) be present (in person or by proxy) and vote or cause to be voted, or deliver (or cause to be delivered) a written consent with respect to all of the Subject Shares, (x) against any Company Takeover Proposal, (y) against any change in membership of the Company Board that is not recommended or approved by the Company Board, and (z) against any other proposed action, agreement or transaction involving the Company that would reasonably be expected to, impede, interfere with, delay, postpone, adversely affect, or prevent the consummation of, the Offer, the Merger or the other Transactions.

During the Support Period, each Supporting Stockholder has further agreed not to, directly or indirectly, (i) create or permit to exist any lien, other than certain permitted liens, on any of such Supporting Stockholder’s Subject Shares, (ii) transfer, sell (including short sell), assign, gift, hedge, pledge, grant a participation interest in, hypothecate or otherwise dispose of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Supporting Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (iii) enter into any contract with respect to any Transfer of such Supporting Stockholder’s Subject Shares or any interest therein, (iv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to any of such Supporting Stockholder’s Subject Shares, (v) deposit or permit the deposit of any of such Supporting Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Supporting Stockholder’s Subject Shares, or (vi) take or permit any other action that would in any way restrict, limit, impede, delay or interfere with the performance of, and compliance with, such Supporting Stockholder’s obligations thereunder in any material respect, otherwise make any representation or warranty of such Supporting Stockholder therein untrue or incorrect, or have the effect of preventing or disabling such Supporting Stockholder from performing, and complying with, any of their obligations under the Tender and Support Agreements. The restrictions on Transfer are subject to certain customary exceptions.

During the Support Period, the Supporting Stockholders, solely in their capacities as stockholders of the Company, will not, and will cause their representatives not to, directly or indirectly (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Company Takeover Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any person regarding, or furnish to any person any information or afford access to the business, properties, assets, books or records of the Company

to, or take any other action to assist, knowingly facilitate or knowingly encourage any effort by any person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to any Company Takeover Proposal, (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to any Company Takeover Proposal, (iv) knowingly encourage or recommend any other holder of Shares to vote against the Merger or to not tender Shares into the Offer or (vi) resolve or agree to do any of the foregoing. The Tender and Support Agreements provide that the Supporting Stockholders’ obligations under the agreements are solely in their respective capacities as stockholders of the Company, and not, if applicable, in such stockholders’ or any of their affiliates’ capacity as a director, officer or employee of the Company, and that nothing in the Tender and Support Agreements in any way restricts a director or officer of the Company in the taking of any actions (or failures to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties as a director or officer of the Company.

Debt Commitment Letter

The description of the Debt Commitment Letter included in Section 9 – “Source and Amount of Funds – Financing” is incorporated into this Section 11 by reference.

Confidentiality Agreement

On September 14, 2023, BCforward and FOCUS Investment Banking LLC (“FOCUS”), as the Company’s financial advisor, entered into a confidentiality agreement (the “Confidentiality Agreement”) pursuant to which BCforward and FOCUS agreed to, for a period continuing until September 14, 2025, (i) hold in confidence and not disclose any confidential information of the other party to any third party and (ii) not use any confidential information of the other party other than in connection with a potential transaction with the other party, in each case, subject to certain exceptions. The Confidentiality Agreement included a standstill provision for the benefit of the Company.

This summary of the Confidentiality Agreement is only a summary and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (d)(4) to the Schedule TO, which is incorporated herein by reference.

Exclusivity Agreement

On, January 10, 2024, BCforward and the Company entered into a Due Diligence and Exclusivity Agreement (the “Exclusivity Agreement”), pursuant to which the Company agreed that from January 10, 2024 until the earliest of (i) the execution of a definitive agreement with respect to a proposed transaction, (ii) the mutual agreement of the parties to terminate the Exclusivity Agreement and (iii) 11:59 p.m. Eastern Time on the date that is 60 calendar days following January 10, 2024, the parties would respond promptly and in good faith to reasonable due diligence requests from the other party and its representatives and would continue to negotiate exclusively with each other regarding the proposed transaction, subject to the Company’s right to determine not to proceed with the proposed transaction. The Exclusivity Agreement further provided that the Company would not, and would cause its subsidiaries not to, and would use its commercially reasonable efforts to cause its and its subsidiaries’ respective representatives not to (other than with respect to Parent or any of its representatives), directly or indirectly, discuss, negotiate, or engage with any third party (other than BCforward or its affiliates), during the Exclusivity Period, regarding any potential transaction pursuant to which such third party or any group of one or more third parties would acquire, directly or indirectly, by purchase, merger, exchange, lease, license or other means, either (a) all or a majority of the equity interests, now or hereafter existing, in the Company or any direct or indirect owner of any equity interest in the Company or (b) all or substantially all of the business or the assets of the Company used or useful in the Company's business in any case outside the ordinary course of the Company’s business as it is presently conducted, subject to certain exceptions set forth in the Exclusivity Agreement.

The parties amended the Exclusivity Agreement on March 11, 2024, March 26, 2024, and April 9, 2024, to extend the parties’ exclusivity period to pursue a potential transaction through April 26, 2024.

This summary of the Exclusivity Agreement and the related amendments is only a summary and is qualified in its entirety by reference to the Exclusivity Agreement, which is filed as Exhibit (d)(5) of the Schedule TO and is incorporated herein by reference and the amendments thereto, which are filed as Exhibits (d)(6), (d)(7) and (d)(8).

12.

Purpose of the Offer; Plans for the Company

Purpose of the Offer

The purpose of the Offer is for Parent, through Purchaser, to acquire control of, and would be the first step in Parent’s acquisition of the entire equity interest in, the Company. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter.

The Company Board unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

If the Offer is consummated, we will not seek the approval of the Company’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of the Company stockholders in accordance with Section 251(h) of the DGCL.

Plans for the Company

After completion of the Offer and the Merger, the Company will become a wholly owned subsidiary of Parent. In connection with Parent’s consideration of the Offer, Parent has developed a plan, on the basis of available information, for the relationship of the business of the Company with that of Parent. Parent plans to operate the Company’s business and Parent’s business independently for the foreseeable future. Parent will continue to evaluate and refine the plan and may make changes to it as additional information is obtained.

Except as set forth in this Offer to Purchase and the Merger Agreement, and as contemplated by the Transactions, Parent and Purchaser have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets); (ii) any purchase, sale or transfer of a material amount of assets of the Company; (iii) any material change in the Company’s dividend policy, or indebtedness (if any) or capitalization; (iv) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (v) any change to the management of the Company; (vi) any other material change in the Company’s corporate structure or business; or (vii) a class of equity securities of the Company being eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

13.

Certain Effects of the Offer

If the Offer is consummated, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement (See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement”), Purchaser will merge with and into the Company pursuant to Section 251(h) of the DGCL. Since the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. Promptly after the consummation of the Offer, and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, we and the Company will consummate the Merger as soon as practicable pursuant to Section 251(h). Immediately following the Merger, all of the issued and outstanding shares of the Company’s common stock will be held by Parent.

Market for the Shares. If the Offer is successful, there will be no market for the Shares because Purchaser intends to consummate the Merger as soon as practicable thereafter, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on Nasdaq if, among other things, the Company does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the delisting of the Shares on Nasdaq as promptly as practicable after the Effective Time.

If Nasdaq were to delist the Shares prior to the consummation of the Merger, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent, if any, of a public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors.

Margin Regulations. The Shares are currently “margin stock” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin stock” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon notice to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 under the Securities Act may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin stock” or be eligible for listing on Nasdaq. We will cause the delisting of the Shares from Nasdaq and the termination of the registration of the Shares under the Exchange Act as soon after completion of the Merger as the requirements for such delisting and termination of registration are satisfied.

14.

Dividends and Distributions

The Merger Agreement provides that from May 15, 2024 to the Effective Time, without the prior written consent of Parent, the Company will not declare, set aside, establish a record date in respect of, accrue or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock of the Company (other than dividends and distributions of cash by a direct or indirect wholly owned subsidiary of the Company to its parent).

15.

Conditions of the Offer

For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered and not properly withdrawn pursuant to the Offer is subject to the satisfaction of the conditions below. Purchaser will not be required to, and Parent will not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Merger Agreement) may not accept for payment any tendered Shares if, at the then-scheduled expiration of the Offer, any of the following conditions (collectively, the “Offer Conditions”) exist:

(i)

the Minimum Tender Condition has not been satisfied. The “Minimum Tender Condition” means that there have been validly tendered in the Offer and not properly withdrawn prior to the Expiration Time that number of Shares that, when added to the Shares, if any, then owned by Parent, Purchaser or any subsidiary of Parent, would represent at least a

majority of the Shares outstanding as of immediately following the consummation of the Offer (excluding for such purposes any Shares held by the Company and any “treasury shares”);

(ii)

the Legal Restraint Condition has not been satisfied. The “Legal Restraint Condition” means that there shall be no Legal Restraint by any Specified Governmental Entity in effect preventing or prohibiting the consummation of the Offer or the Merger;

(iii)

(A) any representations or warranties of the Company set forth in Article IV of the Merger Agreement (other than those set forth in Sections 4.01, 4.02(a), (c) and (d), 4.04, 4.08(a), 4.22, 4.24 and 4.25 of the Merger Agreement) shall not be true and correct at and as of May 15, 2024 and at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (B) any representation or warranty of the Company set forth in Sections 4.01, 4.04, 4.22, 4.24 and 4.25 of the Merger Agreement (concerning the Company’s organization, standing and power; authority, execution and delivery, and enforceability; brokers and other advisors; opinion of financial advisors; and no vote required) shall not be true and correct in all material respects at and as of May 15, 2024 and at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (C) any representation or warranty of the Company set forth in Section 4.02(a), (c) and (d) of the Merger Agreement shall not be true and correct other than in de minimis respects at and as of May 15, 2024 and at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) and (D) any representation or warranty of the Company set forth in Section 4.08(a) of the Merger Agreement shall not be true and correct in all respects as of such time (clauses (A) through (D), collectively, the “Representations Condition”);

(iv)

the Company has failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement;

(v)

Parent has failed to receive from the Company a certificate, dated as of the date on which the Offer expires and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in paragraphs (iv) and (v) immediately above have been satisfied as of immediately prior to the expiration of the Offer; or

(vi)

the Termination Condition exists. The “Termination Condition” means that the Merger Agreement has been validly terminated in accordance with its terms.

The foregoing conditions are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, may be waived by Parent and Purchaser, in whole or in part at any time and from time to time, in their sole discretion (except for the Minimum Tender Condition and the Termination Condition, which may not be waived by Parent or Purchaser). The failure or delay by Parent, Purchaser or any other affiliate of Parent at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.

Notwithstanding the foregoing, any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., Eastern Time, on the business day after the previously scheduled Expiration Time. In addition, if we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act.

16.

Certain Legal Matters; Regulatory Approvals

Based on our examination of publicly available information filed by the Company with the SEC and other publicly available information concerning the Company, we are not aware of any governmental license or regulatory permit that appears to be material to the Company’s business that would be adversely affected by our acquisition of Shares pursuant to the Offer or, except as set forth below in this Section 16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for our purchase of Shares pursuant to the Offer. Should any such approval or other action be required or desirable, we currently contemplate that, except for takeover laws in jurisdictions other than Delaware as described below

under “State Takeover Laws,” such approval or other action will be sought. However, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to the Company’s business.

State Takeover Laws

The Company conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 — “Conditions of the Offer.”

Going Private Transactions

The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be applicable to the Merger because (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of the Company for purposes of the Exchange Act; (ii) we anticipate that the Merger will be effected as soon as practicable after the consummation of the Offer (and in any event within one year following the consummation of the Offer); and (iii) in the Merger, stockholders will receive the same price per Share as the Offer Price.

Stockholder Approval Not Required

Section 251(h) of the DGCL generally provides that stockholder approval of a merger is not required if certain requirements are met, including that (i) the acquiring company consummates a tender offer for any and all of the outstanding stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the adoption of the merger agreement and (ii) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger. If the Minimum Tender Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to consummate the Merger under Section 251(h) of the DGCL without submitting the adoption of the Merger Agreement to a vote of the Company stockholders. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent, Purchaser and the Company will take all necessary and appropriate action to effect the Merger as soon as practicable without a meeting of the Company stockholders in accordance with Section 251(h) of the DGCL.

17.

Appraisal Rights

No appraisal rights are available to holders of Shares who tender such Shares in connection with the Offer. However, if the Merger is consummated pursuant to Section 251(h) of the DGCL, stockholders and beneficial owners (i) whose Shares were not tendered in the Offer; (ii) who properly demand and perfect appraisal of their Shares pursuant to, and who comply in all respects with, Section 262 of the DGCL; and (iii) who do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case, in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court and to receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest thereon, if any, as determined by the Delaware Court. Unless the Delaware Court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

In determining the “fair value” of any Shares, the Delaware Court will take into account all relevant factors. Holders of Shares should recognize that “fair value” so determined could be higher or lower than, or the same as, the Offer Price and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer

and the Merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the DGCL. Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount.

Section 262 of the DGCL provides that, if a merger was approved pursuant to Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger or the surviving corporation within 10 days thereafter will notify each holder of any class or series of stock of such constituent corporation who is entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262 of the DGCL or information directing such holders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. The Schedule 14D-9 constitutes the formal notice by the Company to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL.

Any stockholder or beneficial owner who desires to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the discussion of appraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL carefully because failure to timely and properly comply with the procedures of Section 262 of the DGCL will result in the loss of appraisal rights under the DGCL. All references in Section 262 of the DGCL and in this Section 17 to a “stockholder” are to the record holder of Shares unless otherwise expressly noted herein, and all such references to a “beneficial owner” mean a person who is the beneficial owner of Shares held either in voting trust or by a nominee on behalf of such person unless otherwise expressly noted herein.

As described more fully in the Schedule 14D-9, if a stockholder or beneficial owner elects to exercise appraisal rights under Section 262 of the DGCL and the Merger is consummated pursuant to Section 251(h) of the DGCL, such stockholder or beneficial owner must do all of the following:

●

within the later of the consummation of the Offer, which occurs when Purchaser has accepted for payment Shares tendered into the Offer following the Expiration Time, and 20 days after the date of mailing of the Schedule 14D-9, deliver to the Company a written demand for appraisal of Shares held, which demand will be sufficient if it reasonably informs the Company of the identity of such stockholder or beneficial owner and that such stockholder or beneficial owner intends thereby to demand appraisal of such stockholder or beneficial owner’s Shares;

●

not tender such stockholder’s or beneficial owner’s Shares in the Offer, vote in favor of the Merger nor consent thereto in writing pursuant to Section 228 of the DGCL;

●

continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time; and

●

comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter.

In addition, one of the ownership thresholds must be met and a stockholder or beneficial owner or the Surviving Corporation must file a petition in the Delaware Court demanding a determination of the value of the stock of all persons entitled to appraisal within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any such petition and has no intention of doing so.

In the case of a demand for appraisal made by a beneficial owner, the demand must (i) reasonably identify the holder of record of the Shares for which the demand is made, (ii) be accompanied by documentary evidence of the beneficial owner’s ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (iii) provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the verified list to be filed with the Delaware Register in the Delaware Court. If the Shares are owned of record or beneficially in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand must be made in that capacity, and if the Shares are owned of record or beneficially by more than one person, as in a joint tenancy or tenancy in common, the demand must be made by or for all owners of record or beneficial owners.

The foregoing summary of the appraisal rights of stockholders and beneficial owners under the DGCL does not purport to be a complete statement of the procedures to be followed by the stockholders or beneficial owners desiring to exercise any appraisal rights, or to preserve the ability to do so, and is qualified in its entirety by reference to Section 262 of the DGCL. The preservation and proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. Failure to timely and properly comply with the procedures of Section 262 of the DGCL will result in the loss of appraisal rights. More information regarding Section 262 of the DGCL is set forth in the Schedule 14D-9, which is being mailed to the Company’s stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal). Additionally, the full text of Section 262 of the DGCL may be accessed without subscription or cost at the Delaware Code Online (available at delcode.delaware.gov/title8/c001/sc09/index.html#262).

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares into the Offer (and do not subsequently properly withdraw such Shares prior to the Acceptance Time), you will not be entitled to exercise appraisal rights with respect to such Shares, but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for such Shares. The foregoing summary does not constitute any legal or other advice, nor does it constitute a recommendation to exercise appraisal rights under Section 262 of the DGCL. Stockholders and beneficial owners who are considering exercising their appraisal rights are urged to consult their respective legal advisors before electing or attempting to exercise such rights.

18.

Fees and Expenses

Purchaser has retained Georgeson LLC to be the Information Agent and Computershare Trust Company, N.A. to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone and personal interview and may request banks, brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Neither Parent nor Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to the beneficial owners of Shares. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

19.

Miscellaneous

The Offer is not being made to (nor will tenders be accepted from or on behalf of holders of) holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Purchaser has filed with the SEC the Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer and may file any amendments to the Schedule TO (including the exhibits to the Schedule TO, which include this Offer to Purchase and the related Letter of Transmittal). In addition, the Company has filed or will file, pursuant to Rule 14d-9 under the Exchange Act, the Schedule 14D-9 with the SEC, together with exhibits, setting forth the recommendation of the Company Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. Copies of such documents, and any amendments thereto, are available free of charge at www.sec.gov.

No person has been authorized to give any information on behalf of Parent or Purchaser not contained in the Schedule TO (including this Offer to Purchase or the related Letter of Transmittal). We have not authorized anyone to provide you with different or additional information and take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give. No broker, dealer, commercial bank, trust company or other person will be deemed to be the agent of Parent, Purchaser, the Depositary or the Information Agent for the purposes of the Offer.

Vienna Acquisition Corporation

May 30, 2024

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND pARENT

1.	PURCHASER

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of the directors and executive officers of Purchaser are set forth below. The business address of Purchaser is 9777 N. College Avenue, Indianapolis, IN 46280. The telephone number at such office is (317) 493-2000. All directors and executive officers listed below are citizens of the United States.

Name and Positions		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years
Justin Christian, Director, President, CEO, Secretary and Treasurer		Mr. Christian has served as director, president, CEO, secretary and treasurer of Purchaser since 2024. Mr. Christian has served as chief executive officer of BCforward since 1998.

2.	PARENT

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Parent are set forth below. The business address of each such director and executive officer is 9777 N. College Avenue, Indianapolis, IN 46280. The telephone number at such office is (317) 493-2000. All directors and executive officers listed below are citizens of the United States.

Name and Positions		Present Principal Occupation or Employment; Material Positions Held During the Last Five Years
Justin Christian, Director, President, CEO, Secretary and Treasurer		Mr. Christian has served as director, president, CEO, secretary and treasurer of Parent since 2024. Mr. Christian has served as chief executive officer of BCforward since 1998.

The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent by each holder or such holder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

If delivering by mail:

If delivering by any trackable mail, including overnight mail:

Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, RI 02940-3011

Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer
150 Royall Street, Suite V
Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent at the address and telephone number listed below. Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to stockholders from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance.

The Information Agent for the Offer is:

Georgeson LLC

1290 Avenue of the Americas

9^th Floor

New York NY 10104

Shareholders, Banks and Brokers

Call Toll Free: (866) 920-5353

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

to Tender Shares of Common Stock

TSR, INC.

$13.40 per share, net in cash, without interest and less any applicable tax withholding

Pursuant to the Offer to Purchase dated May 30, 2024

VIENNA ACQUISITION CORPORATION

a wholly-owned subsidiary of

VIENNA PARENT CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., EASTERN TIME, ON JUNE 27, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Depositary and Paying Agent for the Offer is:

By First Class, Registered or Certified Mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

PO Box 43011

Providence, RI 02940-3011

By Express or Overnight Delivery:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.


DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Holder(s) of Record (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Shares Tendered (attach additional list, if necessary)
	Certificated Shares*		Book-Entry Shares
	Certificate Number(s) and/or Indicate Book-Entry*	Total Number of Shares Represented by Certificate(s) being Tendered*	Total Number of Book-Entry Shares Tendered










	Total Shares
* All shares of common stock represented by certificates described above will be deemed to have been tendered hereby. See Instruction 4.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE FOR THE DEPOSITARY WILL NOT CONSTITUTE VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH A SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE IRS FORM W-9 SET FORTH BELOW, IF REQUIRED. PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION AGENT, GEORGESON LLC, AT (866) 920-5353 OR AT THE ADDRESS SET FORTH ON THE BACK PAGE OF THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER MATERIALS RELATED TO THE OFFER, YOU SHOULD CONTACT THE INFORMATION AGENT, GEORGESON LLC, AT (866) 920-5353.

THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) THE HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE APPLICABLE LAWS OR REGULATIONS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF PURCHASER (AS DEFINED BELOW) BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION TO BE DESIGNATED BY PURCHASER.

This Letter of Transmittal is being delivered to you in connection with the offer by Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the

terms and subject to the conditions set forth in this Letter of Transmittal and in the related Offer to Purchase, dated May 30, 2024 (the “Offer to Purchase,” which, together with this Letter of Transmittal, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer expires at the Expiration Time. The term “Expiration Time” means one minute past 11:59 p.m., Eastern Time, on June 27, 2024, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser in which case the term “Expiration Time” means such subsequent time on such subsequent date.

You should use this Letter of Transmittal if you are tendering Shares represented by stock certificates or held in book-entry form on the books of the Company’s stock transfer agent, Continental Stock Transfer and Trust Company (in such capacity, the “Transfer Agent”), or if the Shares are being tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase or through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) unless, in the case of Shares held or transferred in book-entry form or through ATOP, an Agent’s Message (as defined below) is being delivered to the Computershare Trust Company, N.A., the Depositary and paying agent for the Offer (in such capacity, the “Depositary”) in lieu of this Letter of Transmittal. Delivery of documents to DTC will not constitute delivery to the Depositary.

If any certificate representing any Shares you are tendering with this Letter of Transmittal has been lost, stolen or destroyed, you should contact the Transfer Agent by phone at (800) 509-5586 (toll free in the United States) regarding the requirements for replacement. You may be required to post a bond to secure against the risk that such certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.

IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), the above-described shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 30, 2024, which the undersigned hereby acknowledges the undersigned has received (the “Offer to Purchase,” which, together with this Letter of Transmittal, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer expires at the Expiration Time. The term “Expiration Time” means one minute past 11:59 P.M., Eastern Time, on June 27, 2024, unless the expiration of the Offer is extended to a subsequent date in accordance with the

terms of the Merger Agreement, in which case the term “Expiration Time” means such subsequent time on such subsequent date.

The undersigned hereby acknowledges that Purchaser reserves the right to transfer or assign, from time to time, in whole or in part, to one or more direct or indirect wholly-owned subsidiaries of Parent, without the consent of the Company, the right to purchase the Shares tendered herewith.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment of the Shares validly tendered herewith and not properly withdrawn prior to the Expiration Time in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date hereof (collectively, “Distributions”). In addition, subject to, and effective upon, acceptance for payment of the Shares validly tendered herewith and not properly withdrawn prior to the Expiration Time in accordance with the terms of the Offer, the undersigned hereby irrevocably appoints each of the designees of Purchaser as the attorneys-in-fact and proxies of the undersigned with respect to such Shares and any and all Distributions, with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares and any Distributions), to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing such Shares (the “Share Certificates”) and any and all Distributions, or transfer of ownership of such Shares and any and all Distributions on the account books maintained by The Depository Trust Company (“DTC”), together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any and all Distributions for transfer on the books of the Company, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all upon the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message (as defined below)), the undersigned hereby irrevocably appoints each of the designees of Purchaser as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby and with respect to any and all Distributions in respect of such Shares, subject to, and effective upon, acceptance for payment of the Shares validly tendered herewith and not properly withdrawn prior to the Expiration Time in accordance with the terms of the Offer. The designees of Purchaser will, with respect to such Shares and Distributions, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the Company’s stockholders, by written consent in lieu of any such meeting or otherwise as they, in their sole discretion, deem proper with respect to all Shares and any and all Distributions. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares and any and all Distributions. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any and all associated Distributions (other than prior powers of attorney, proxies or consents given by the undersigned to Purchaser or the Company) will be revoked, and no subsequent powers of attorney, proxies, consents or revocations (other than powers of attorney, proxies, consents or revocations given to Purchaser or the Company) may be given (and, if given, will not be deemed effective).

Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders of the Company or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Shares tendered hereby and any and all Distributions and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that (a) the undersigned is the holder of record of the Shares,

or (b) the Share Certificate(s) have been endorsed to the undersigned in blank, or (c) the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by Computershare Trust Company, N.A., the Depositary and paying agent for the Offer (the “Depositary”) or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Shares tendered hereby and any and all Distributions. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire Offer Price or deduct from such Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned (if any) are timely received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly and timely transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE SHARES, THE SHARE CERTIFICATE(S) (IF ANY) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE ELECTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH SHARES, SHARE CERTIFICATE(S) (IF ANY) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE SHARES OR SHARE CERTIFICATE(S) (IF ANY) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION TIME.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except upon the terms and subject to the conditions of the Offer, a tender pursuant to this Letter of Transmittal is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances, upon the terms and subject to the conditions of the Offer, Purchaser may not be required to accept for payment any of the Shares tendered hereby. Without limiting the foregoing, if the Offer Price is amended in accordance with the terms of the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or return any Share Certificates representing Shares not validly tendered or accepted for payment to, the holder(s) of record appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Shares not validly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the holder(s) of record appearing under “Description of Shares Tendered.” The undersigned recognizes that Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name(s) of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered.

In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Shares not validly tendered

or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares validly tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the holder of record thereof if Purchaser does not accept for payment any of the Shares so validly tendered.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

To be completed ONLY if the check for the Offer Price for Shares validly tendered and accepted for payment is to be issued in the name of someone other than the undersigned.

Issue: ☐ Check to:

Name: _____________________________________________

(Please Print)

Address: __________________________________________

_________________________________________

(Include Zip Code)

(Tax Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, 5 and 7)

To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price for Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.

Issue: ☐ Check and/or

☐ Share Certificates to:

Name: ____________________________________________

(Please Print)

Address:_________________________________________

________________________________________

(Include Zip Code)

IMPORTANT—SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or W-8BEN-E or Other

Applicable IRS Form W-8)

(Signature(s) of Stockholder(s))

Dated: , 2024

(Must be signed by holder(s) of record exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become holder(s) of record by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Name(s):
(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Tax Identification or Social Security No.:

GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

see Instructions 1 and 5)

Name of Firm:

(Include Zip Code)

Authorized Signature:

Name(s):


(Please Print)

Area Code and Telephone Number:

Dated:

_________________

, 20

Place medallion guarantee in space below:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures for Shares. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the holder(s) of record (which term, for purposes of this Instruction 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal or (b) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Eligible Institution” and collectively, “Eligible Institutions”) (for example, the Securities Transfer Agents Medallion Program^®, the New York Stock Exchange Inc. Medallion Signature Program^SM and the Stock Exchanges Medallion Program^®). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Share Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by stockholders that are tendering Shares represented by Share Certificates or held in book-entry form on the books of the Transfer Agent, or if the Shares are being tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase or through ATOP unless, in the case of Shares held or transferred in book-entry form or through ATOP, an Agent’s Message is being delivered to the Depositary in lieu of this Letter of Transmittal. Payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, Share Certificates or a Book-Entry Confirmation (as defined in the Offer to Purchase) of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s ATOP, an Agent’s Message in lieu of this Letter of Transmittal) and (iii) any other documents required by this Letter of Transmittal or the Depositary, in each case prior to the Expiration Time.

The term “Agent’s Message” means a message transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of, this Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES, IF ANY), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES, IF ANY), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES, IF ANY), THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION TIME.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.

3. Inadequate Space. If the space provided on the cover page to this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, stockholders should contact the Transfer Agent by phone at (800) 509-5586 (toll free in the United States) to arrange to have such Share Certificate divided into separate Share Certificates representing the number of shares to be tendered and the number of shares to not be tendered. The stockholder should then tender the Share Certificate representing the number of Shares to be tendered as set forth in this Letter of Transmittal. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the holder(s) of record of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the holder(s) of record of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the holder(s) of record, in which case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the holder(s) of record appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the holder(s) of record of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the holder(s) of record appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Except as otherwise provided in this Instruction 6, all transfer, documentary, sales, use, stamp, registration and other similar taxes and fees with respect to the transfer and sale of Shares contemplated hereby shall be paid by the Company. If payment of the Offer Price is to be made to a person other than the person in whose name the tendered Shares are registered on the stock transfer books of the Company, it shall be a condition of payment that the person requesting such payment shall have paid all transfer and other similar taxes required by reason of the payment of the Offer Price to a person other than the registered holder of the Shares tendered, or shall have established to the satisfaction of Parent that such taxes either have been paid or are not applicable.

7. Special Payment and Delivery Instructions. If a check for the Offer Price is to be issued, and/or Share Certificates representing Shares not validly tendered or accepted for payment are to be issued or returned to, a person

other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to Georgeson LLC (the “Information Agent”) at its address and telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and other materials related to the Offer may be obtained at no cost to stockholders from the Information Agent. Additionally, copies of the Offer to Purchase, this Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance.

9. U.S. Federal Backup Withholding. Under U.S. federal income tax laws, the Depositary may be required to withhold a portion of the amount of any payments made to certain stockholders (or other payees) pursuant to the Offer, as applicable. To avoid such backup withholding, each tendering stockholder (or other payee) that is or is treated as a United States person (for U.S. federal income tax purposes) and that does not otherwise establish an exemption from U.S. federal backup withholding should complete and return the attached Internal Revenue Service (“IRS”) Form W-9, certifying that such stockholder (or other payee) is a United States person, that the taxpayer identification number (“TIN”) provided is correct, and that such stockholder (or other payee) is not subject to backup withholding.

Certain stockholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. Exempt United States persons should indicate their exempt status on IRS Form W-9. A tendering stockholder (or other payee) who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate IRS Form W-8. The appropriate IRS Form W-8 may be downloaded from the Internal Revenue Service’s website at the following address: www.irs.gov. Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

Tendering stockholders (or other payees) should consult their tax advisors as to any qualification for exemption from backup withholding, and the procedure for obtaining the exemption.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR APPROPRIATE IRS FORM W-8, AS APPLICABLE) MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT U.S. TAX INFORMATION” SECTION BELOW.

10. Lost, Stolen or Destroyed Share Certificates. If any Share Certificate has been lost, stolen or destroyed, you should promptly notify the Transfer Agent at (800) 509-5586 (toll free in the United States). You will then be instructed as to the steps that must be taken in order to replace such Share Certificates. You may be required to post a bond to secure against the risk that the Share Certificate(s) may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen or destroyed Share Certificates have been followed.

11. Waiver of Conditions. Purchaser expressly reserves the right (but is not obligated) at any time and from time to time in its sole discretion to (i) waive, in whole or in part, any Offer Condition (as defined in the Offer to Purchase), (ii) increase the Offer Price or (iii) modify the terms of the Offer, in any manner not inconsistent with the Merger Agreement, except that the Company’s prior written approval is required for Purchaser to, and for Parent to permit Purchaser to: (i) reduce the number of Shares subject to the Offer (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement); (ii) reduce the Offer Price (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement); (iii) waive, amend or modify either of the Minimum Tender Condition or the Termination Condition (each as defined in the Offer to Purchase); (iv) add to the Offer Conditions (as defined in the Offer to Purchase) or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares; (v) except as otherwise provided in the Merger Agreement, terminate (unless the Merger Agreement has been validly

terminated in accordance with the terms of the Merger Agreement), extend or otherwise amend or modify the Expiration Time; (vi) change the form or terms of consideration payable in the Offer; (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to holders of Shares; or (viii) provide for any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act.

12. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in Purchaser’s sole discretion, which determination will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. Purchaser reserves the absolute right to reject any and all tenders determined by Purchaser not to be in proper form or the acceptance for payment of which may, in Purchaser’s opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s satisfaction. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, Purchaser’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION TIME.

IMPORTANT U.S. TAX INFORMATION

Under U.S. federal income tax law, a stockholder (or other payee) whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder’s (or other payee’s) properly certified TIN and certain other information on an IRS Form W-9 or otherwise establish a basis for exemption from backup withholding (including by providing a properly completed and correct applicable IRS Form W-8). If such stockholder (or other payee) is a U.S. individual, the TIN is generally such stockholder’s (or other payee’s) social security number. If the Depositary is not provided with the correct TIN in the required manner or the stockholder (or other payee) does not otherwise establish its exemption from backup withholding (as described below), payments that are made to such stockholder (or other payee) with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

If backup withholding of U.S. federal income tax on payments for Shares made in the Offer or under the Merger Agreement applies, the Depositary is required to withhold at the applicable backup withholding rate (currently 24%) from any payments of the Offer Price made to the stockholder (or other payee). Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is timely furnished to the IRS.

Exempt Stockholders

Certain stockholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are exempt from these backup withholding and reporting requirements provided that such stockholder (or other payee) properly demonstrates such exemption to the Depositary. An exempt stockholder (or other exempt payee) that is a United States person should indicate its exempt status on an IRS Form W-9, in accordance with the instructions thereto. A stockholder (or other payee) who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate IRS Form W-8. The appropriate IRS Form W-8 may be downloaded from the IRS’s website at the following address: www.irs.gov.

Please consult your tax advisor for further guidance regarding the completion of the IRS Form W-9, IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) to claim exemption from backup withholding. Failure to complete the IRS Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments of the Offer Price pursuant to the Offer.

The Depositary for the Offer is:

By First Class, Registered or Certified Mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

PO Box 43011

Providence, RI 02940-3011

By Express or Overnight Delivery:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

(866) 920-5353

Exhibit (a)(1)(C)

Offer to Purchase

All Outstanding Shares of Common Stock

TSR, INC.

$13.40 per share, net in cash, without interest and less any applicable tax withholding

Pursuant to the Offer to Purchase dated May 30, 2024

VIENNA ACQUISITION CORPORATION

a wholly-owned subsidiary

VIENNA PARENT CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., EASTERN TIME, ON JUNE 27, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

May 30, 2024

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), to act as information agent (the “Information Agent”) in connection with Purchaser’s offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 30, 2024 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer and the Merger are not subject to any financing condition. The conditions to the Offer are described in Section 15 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal (including Internal Revenue Service Form W-9) for your use in accepting the Offer and tendering Shares and for the information of your clients;

3. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

4. The Company’s Solicitation/Recommendation Statement on Schedule 14D-9.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at one minute past 11:59 P.M., Eastern Time, on June 27, 2024 (the “Expiration Time”), unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement (as defined below), in which case the term “Expiration Time” means such subsequent time on such subsequent date. Purchaser is not providing for guaranteed delivery procedures. Therefore, Company stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company (“DTC”), which end earlier than the Expiration Time. Normal business hours of DTC are between 8:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly-owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their rights to such appraisal with respect to such Shares under the DGCL), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, from Purchaser, less any applicable tax withholding.

The Board of Directors of the Company unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer, and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

For Shares to be properly tendered to Purchaser pursuant to the Offer, Computershare Trust Company, N.A., the depositary and paying agent for the Offer (the “Depositary”), must be in timely receipt of (i) the certificates evidencing such Shares or confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Time.

Neither Parent nor Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or to any other person (other than to the Depositary and the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers. Tendering stockholders who are holders of record of their Shares and who tender directly to the Depositary will not be obligated to pay stock

transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

Questions or requests for assistance may be directed to the Information Agent at the address and telephone number listed below. Additional copies of the Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to stockholders from the Information Agent.

Additionally, copies of the Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov.

	Very truly yours,
	GEORGESON LLC

Nothing contained herein or in the enclosed documents shall render you the agent of Parent, Purchaser, the Information Agent, the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free: (866) 920-5353

Exhibit (a)(1)(D)

Offer to Purchase

All Outstanding Shares of Common Stock

TSR, INC.

$13.40 per share, net in cash, without interest and less any applicable tax withholding

Pursuant to the Offer to Purchase dated May 30, 2024

VIENNA ACQUISITION CORPORATION

a wholly-owned subsidiary

VIENNA PARENT CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., EASTERN TIME, ON JUNE 27, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

May 30, 2024

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated May 30, 2024 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer by Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

Also enclosed is the Company’s Solicitation/Recommendation Statement on Schedule 14D-9.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RESOLVED TO RECOMMEND THAT YOU TENDER ALL OF YOUR SHARES IN THE OFFER.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us or our nominees for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us or our nominees for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The Offer Price for the Offer is $13.40 per Share net to you in cash, without interest and less any applicable tax withholding.

2. The Offer is being made for all issued and outstanding Shares.

3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”).

4. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent or Purchaser at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their rights to such appraisal with respect to such Shares under the DGCL), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, from Purchaser (the “Merger Consideration”), less any applicable tax withholding.

5. The Board of Directors of the Company unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (collectively, the “Transactions), including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer, and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

6. The Offer and withdrawal rights will expire at the Expiration Time. The term “Expiration Time” means one minute past 11:59 P.M., Eastern Time, on June 27, 2024, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which case the term “Expiration Time” means such subsequent time on such subsequent date.

7. The Offer and the Merger are not subject to any financing condition. The Offer is subject to the conditions described in Section 15 of the Offer to Purchase.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Time.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) the holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

INSTRUCTION FORM WITH RESPECT TO

Offer to Purchase

All Outstanding Shares of Common Stock

TSR, INC.

$13.40 per share, net in cash, without interest and less any applicable tax withholding

Pursuant to the Offer to Purchase dated May 30, 2024

VIENNA ACQUISITION CORPORATION

a wholly-owned subsidiary

VIENNA PARENT CORPORATION

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 30, 2024 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer by Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated, all Shares) which are held by you or your nominees for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

The undersigned understands and acknowledges that all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. In addition, the undersigned understands and acknowledges that:

1. Purchaser reserves the absolute right to (i) reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in Purchaser’s opinion, be unlawful and (ii) waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders.

2. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s satisfaction.

3. None of Purchaser, Parent or any of their respective affiliates or assigns, Computershare Trust Company, N.A., in its capacity as the Depositary and paying agent, Georgeson LLC, in its capacity as the information agent, or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.


Number of Shares to be Tendered:			SIGN HERE

Shares*			Signature(s)
Account No.:
Dated:
			Please Print Name(s) and Address(es) Here
Area Code and Phone Number

Tax Identification Number or Social Security Number

Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Exhibit (a)(1)(E)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated May 30, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal, as each may be amended or supplemented from time to time, and is being made to all holders of Shares. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) THE HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE APPLICABLE LAWS OR REGULATIONS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF PURCHASER (AS DEFINED BELOW) BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION TO BE DESIGNATED BY PURCHASER.

Notice of Offer to Purchase

All Outstanding Shares of Common Stock

TSR, Inc.

$13.40 per share, net in cash, without interest and less any applicable tax withholding

Vienna Acquisition Corporation

a wholly owned subsidiary

Vienna Parent Corporation

Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Vienna Parent Corporation, an Indiana corporation (“Parent”), is offering to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of TSR, Inc., a Delaware corporation (the “Company”), at a purchase price of $13.40 per Share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”).

Tendering stockholders who are holders of record of their Shares and who tender directly to Computershare Trust Company, N.A., the depositary and paying agent for the Offer (the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such broker, dealer, commercial bank, trust company or other nominee as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M.,

EASTERN TIME, ON JUNE 27, 2024, UNLESS THE OFFER IS EXTENDED OR EARLIER

TERMINATED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 15, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their rights to such appraisal with respect to such Shares under the DGCL), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, from Purchaser, less any applicable tax withholding.

The Offer and the Merger are not subject to any financing condition. Parent has obtained a binding debt commitment letter from First Merchants Bank (the “Lender”) for the purpose of financing, in part, the payments required by it to consummate the Offer and the Merger, and has delivered a copy of such commitment letter to the Company’s Board. The Lender has agreed to provide Parent with debt financing in an aggregate principal amount of up to $24.0 million in credit facilities (the “Financing”), on the terms set forth in the commitment letter. The obligations of the Lender to provide the Financing under the commitment letter are subject to customary terms and conditions. The Merger Agreement provides that Parent will use its reasonable best efforts to arrange or obtain the Financing on a timely basis following the Effective Time. In certain cases, Parent may extend the expiration date of the Offer as may be reasonably necessary to negotiate and enter into the definitive financing agreements and consummate the Financing, or to seek and obtain alternative financing if necessary, up to the Outside Date (as defined below).

The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in Section 15 of the Offer to Purchase (collectively, the “Offer Conditions”), including the Minimum Tender Condition (as defined below).

The “Minimum Tender Condition” means that there have been validly tendered in the Offer and not properly withdrawn prior to the Expiration Time that number of Shares that, when added to the Shares, if any, then owned by Parent, Purchaser or any subsidiary of Parent, would represent at least a majority of the Shares outstanding as of immediately following the consummation of the Offer.

The term “Expiration Time” means one minute past 11:59 P.M., Eastern Time, on June 27, 2024, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement, in which case the term “Expiration Time” means such subsequent time on such subsequent date. A subsequent offering period for the Offer is not contemplated.

The Board of Directors of the Company (the “Company Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the Transactions, (iv) agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer, and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer.

in the Schedule 14D-9, including the information set forth in Item 4 thereof under the sub- headings “Recommendation of the TSR Board” and “Background of the Merger Agreement; Reasons for the Recommendation.”

The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that: (i) if, at the scheduled Expiration Time, any Offer Condition, other than the Minimum Tender Condition, has not been satisfied or waived, Purchaser will, and Parent will cause Purchaser to, extend the Offer for one or more consecutive increments of not more than 10 business days each (or such longer period as Parent and the Company may agree), until such time as such conditions have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied); (ii) Purchaser will, and Parent will cause Purchaser to, extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or the Nasdaq Capital Market, in each case that are applicable to the Offer; (iii) if, at the scheduled Expiration Time, each Offer Condition (other than the Minimum Tender Condition) has been satisfied or waived and the Minimum Tender Condition has not been satisfied, Purchaser may (and if so requested by the Company, Purchaser will, and Parent will cause Purchaser to), extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent) but not more than 10 business days each (or for such longer period as may be agreed between the Company and Parent); provided that the Company may not request Purchaser to, and Parent will not be required to cause Purchaser to, extend the Offer as described in this clause (iii) on more than five occasions; and (iv) if, at the scheduled Expiration Time (as may have been extended pursuant to the Merger Agreement), each Offer Condition has been satisfied or waived and Parent and Purchaser are unable to obtain the proceeds of and consummate the Financing in an amount sufficient to fund the transactions contemplated by the Merger Agreement, Purchaser may elect to extend the Offer for one or more consecutive increments of such duration as is reasonably necessary to negotiate and enter into the definitive agreements for the Financing and/or consummate the Financing, or to seek and obtain alternative financing in an amount sufficient to fund the transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement, but not more than 10 business days each (or for such longer period as may be agreed to by Parent and the Company). In each case, Purchaser is not required to extend the Offer beyond the Outside Date and may only do so with the Company’s consent. The “Outside Date” means August 15, 2024 (or as otherwise may be extended pursuant to the terms of the Merger Agreement).

If the Offer is consummated, Purchaser will not seek the approval of the Company’s remaining stockholders before effecting the Merger. Parent, Purchaser and the Company have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h)(6) of the DGCL) of the Offer without a vote of the holders of the Shares in accordance with Section 251(h) of the DGCL.

Purchaser expressly reserves the right (but is not obligated) at any time and from time to time in its sole discretion to (i) waive, in whole or in part, any Offer Condition, (ii) increase the Offer Price or (iii) modify the terms of the Offer in any manner not inconsistent with the Merger Agreement, except that the Company’s prior written approval is required for Purchaser to, and for Parent to permit Purchaser to: (i) reduce the number of Shares subject to the Offer (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement); (ii) reduce the Offer Price (other than in connection with any adjustments made in accordance with the terms of the Merger Agreement); (iii) waive, amend or modify either of the Minimum Tender Condition or the Termination Condition (as defined in the Offer to Purchase); (iv) add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares; (v) except as otherwise provided in the Merger Agreement, terminate (unless the Merger Agreement has been validly terminated in accordance with the terms of the Merger Agreement), extend or otherwise amend or modify the Expiration Time; (vi) change the form or terms of consideration payable in the Offer; (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to holders of Shares; or (viii) provide for any “subsequent offering period” in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

which Purchaser may choose to make any public announcement, Purchaser intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

Purchaser is not providing for guaranteed delivery procedures. Therefore, the Company stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company (“DTC”), which end earlier than the Expiration Time. Normal business hours of DTC are between 8:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday. The Company stockholders must tender their Shares in accordance with the procedures set forth in the Offer to Purchase and the related Letter of Transmittal prior to the Expiration Time. Tenders received by the Depositary after the Expiration Time will be disregarded and of no effect.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to Purchaser and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If Purchaser extends the Offer, is delayed in its acceptance of Shares for payment or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on Purchaser’s behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 of the Offer to Purchase. However, Purchaser’s ability to delay the payment for Shares that it has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Under no circumstances will Purchaser pay interest on the Offer Price for Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making such payment.

In all cases, Purchaser will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time. Thereafter, tenders are irrevocable, except that if Purchaser has not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after July 29, 2024, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment.

For a withdrawal of Shares to be effective, the Depositary must timely receive a written notice of withdrawal at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the name of the holder(s) of record and the serial numbers shown on such Share Certificates must also be furnished to the Depositary.

Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 of the Offer to Purchase at any time prior to the Expiration Time.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. Purchaser reserves the absolute right to reject any and all tenders determined by Purchaser not to be in proper form or the acceptance for payment of which may, in Purchaser’s opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to Purchaser’s satisfaction. None of Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, Georgeson LLC (the “Information Agent”) or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

The Company has provided Purchaser with its stockholder list and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer to holders of Shares. The Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer, including the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the Company’s stockholder list and will be furnished for subsequent transmittal to beneficial owners of Shares to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the Company’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined in the Offer to Purchase) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See Section 5 of the Offer to Purchase for a more detailed discussion of the U.S. federal income tax treatment of the Offer and the Merger. You are urged to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger in light of your particular circumstances (including the application and effect of any U.S. federal, state, local or non-U.S. income and other tax laws).

The Offer to Purchase, the related Letter of Transmittal and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (which contains the recommendation of the Company Board and the reasons therefor) contain important information, and the Company’s stockholders should read these documents carefully and in their entirety before making a decision with respect to the Offer.

Questions or requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Copies of the Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to the Company’s stockholders from the Information Agent. Additionally, copies of the Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at www.sec.gov. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance. Neither Parent nor Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free: (866) 920-5353

Exhibit (b)

May 13, 2024

Justin Christian

9777 N. College Ave.

Indianapolis, IN 46280

Dear Justin:

On behalf of First Merchants Bank, an Indiana bank (“Bank”), I am pleased to inform you that, subject to the terms and conditions of this commitment letter and in the term sheet attached hereto as Exhibit A (the “Term Sheet”, and together with this letter, the “Commitment Letter”), Bank has approved and commits to provide up to $24,000,000 of credit facilities as described in the attached term sheet to an entity (“Borrower”) to be formed by Justin Christian (“Christian”) to acquire TSR, Inc. (the “Target”). The loans (the “Loans” or “Credit Facilities”) are related to and are to be used for the acquisition of the Target (the “Acquisition”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) and subject to the following terms and conditions:

1. Commitment. Bank hereby commits to extend to Borrower the Credit Facilities upon the terms and subject to the conditions set forth or referred to herein and in the Term Sheet (the “Commitment”). Except as otherwise defined herein, terms which are defined in the Term Sheet shall have the same meanings when used in this letter as are ascribed to them in the Term Sheet.

2. Fees. As consideration for our Commitment, Borrower shall pay the fees as set forth in the Term Sheet. Such fees shall be fully earned upon acceptance of this Commitment Letter, but shall be due and payable as provided in the Term Sheet. Once earned, Borrower shall be obligated to pay the same under any and all circumstances and regardless of whether the transactions or borrowings contemplated hereby are consummated, except as otherwise provided in the Term Sheet. Once paid, such fees shall be nonrefundable under any and all circumstances.

3. Conditions. Notwithstanding anything in this Commitment Letter or the definitive documentation for the Credit Facilities (the “Loan Documents”): (a) the only representations relating to Borrower and the Target and their respective businesses, the accuracy of which shall be a condition to availability of the Credit Facilities on the closing date for the Credit Facilities (the “Closing Date”), shall be (i) such of the representations made by or on behalf of the Target in the Merger Agreement as are material to the interests of the Bank, but only to the extent that the accuracy of any such representation is a condition to your obligations to close under the Merger Agreement or you have the right (taking into account any applicable notice or cure provisions) to terminate your obligations under the Merger Agreement as a result of a breach of such representations in the Merger Agreement (the “Specified Merger Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Loan Documents shall be in a form such that they do not impair availability of the Credit Facilities on the Closing Date if the conditions set forth in this Commitment Letter are satisfied or waived (it being understood that, to the extent any collateral (including the perfection of any security interest) referred to in the Term Sheet is not or cannot be provided on the Closing Date (other than the perfection of security interests (w) in material assets located in any state of the United States, Puerto Rico or the District of Columbia, (x) in other assets therein with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code (“UCC”), (y) in federally registered intellectual property with respect to which a lien may be perfected by the filing of an intellectual property security agreement with the United States Patent and Trademark Office or the United States Copyright Office, or (z) in capital stock with respect to which a lien may be perfected by the delivery of a stock certificate) after your use of commercially reasonable efforts to do so without undue burden or expense, then the perfection of such security interests shall not constitute a condition precedent to the availability of the Credit

Facilities on the Closing Date, but may instead be provided after the Closing Date pursuant to arrangements to be mutually agreed). For purposes hereof, “Specified Representations” means the representations and warranties of Borrower set forth in the Loan Documents relating to corporate existence and qualification, power and authority, due authorization, execution and delivery of, and enforceability of, the Loan Documents, effectiveness, validity and perfection of first priority liens under the security documents (subject to the limitations set forth in the preceding sentence), no conflicts with or consents under organizational documents or applicable law or regulations, Investment Company Act, compliance with laws, solvency as of the Closing Date (after giving effect to the transactions contemplated hereby), Federal Reserve margin regulations, sanctions, anti-money laundering laws, and anti-corruption laws, and status of the Credit Facilities. Notwithstanding anything in this Commitment Letter to the contrary, the only conditions to availability of the Credit Facilities on the Closing Date are set forth herein and in the Term Sheet under the heading “CONDITIONS PRECEDENT TO FUNDING”. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

4. Information and Investigations. Borrower and Christian, jointly and severally, represent and covenant that, (a) all information and data (excluding financial projections) concerning the Target, Borrower, Christian, any other loan parties and their subsidiaries (if any) and the Credit Facilities contemplated hereby (the “Information”) that have been made or will be made available to Bank in connection with the transactions contemplated hereby are and will be complete and correct in all material respects and do not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made, and (b) all financial projections concerning the Target, Christian, Borrower, any other loan parties and their subsidiaries (if any) and the Credit Facilities contemplated hereby (the “Projections”) that have been or will be made available to Bank by Borrower, or on behalf of any of them in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by them to be reasonable. Borrower and Christian agree to supplement the Information and the Projections from time to time until the closing of the Credit Facilities upon our request, and without our request, to the extent changes in circumstances cause Information or Projections previously provided to become inaccurate or incomplete in any material respect (it being understood in each case that such supplementation shall cure any breach of such representations and covenants above). Bank will be using and relying on the Information and the Projections.

5. Indemnification. By executing this Commitment Letter, Borrower and Christian, jointly and severally, agree to indemnify and hold harmless Bank and its officers, directors, employees, affiliates, agents and controlling persons (Bank and such other persons being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint or several, to which any such Indemnified Party may become subject arising out of or in connection with or relating to this Commitment Letter, the Term Sheet, the Credit Facilities, the Loan and extensions of credit under the Credit Facilities, the use of proceeds of the Credit Facilities, or any related transaction and the performance by Bank of the services contemplated by this Commitment Letter and the Term Sheet and will reimburse any Indemnified Party for any and all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party. Borrower and Christian will not be liable under the foregoing indemnification provision to an Indemnified Party to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Party’s gross negligence or willful misconduct.

6. Costs and Expenses. By executing this Commitment Letter, Borrower and Christian, jointly and severally, agree to reimburse Bank from time to time upon demand for all reasonable and documented out-of-pocket expenses (including, without limitation, expenses of due diligence investigation, appraisal fees and expenses, and the reasonable fees, disbursements and other charges of outside counsel) incurred in connection with the extension and closing of the Credit Facilities, including the preparation of this Commitment Letter, the Term Sheet, and the negotiation and preparation of the Loan Documents. All costs that are incurred by Bank shall be reimbursed by it on the date of closing, and if the closing does not occur, such costs shall be reimbursed by it on demand. Borrower

and Christian shall be obligated to pay the same under any and all circumstances and regardless of whether the transactions or borrowings contemplated hereby are consummated, except as otherwise provided in the Term Sheet.

7. Termination. Our Commitment shall expire automatically at 5:00 p.m. on [●], 2024, unless extended in writing by us or accepted on or prior to that date. If accepted, the Loan must be closed not later than 5:00 p.m. EST on June 30, 2024, unless extended in writing by us or accepted on or prior to that date, or this Commitment shall automatically terminate. Notwithstanding the foregoing, the compensation, reimbursement and indemnification provisions hereof and of the Term Sheet shall survive any termination of this Commitment Letter or our Commitment.

8. Governing Law/Miscellaneous. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of Indiana (without regard to principles of conflicts of law); provided that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in the Merger Agreement) and whether or not a Material Adverse Effect (or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) exists or has occurred, (b) the determination of the accuracy of any Specified Merger Agreement Representations and whether as a result of any inaccuracy of such representations and warranties Borrower (or any of its affiliates) has the right to terminate its (or its affiliate’s) obligations under the Merger Agreement or the right to elect not to consummate the Acquisition, and (c) the determination of whether the Acquisition has been consummated pursuant to, and in all material respects in accordance with, the terms of the Merger Agreement, in each case, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Commitment Letter and rights hereunder may not be assigned. Time and all terms shall be of the essence of this Commitment Letter and our Commitment. No waiver or modification of the terms or conditions of this Commitment Letter shall be effective unless in writing and signed by the party against whom enforcement is sought.

9. WAIVER OF JURY TRIAL. BORROWER, CHRISTIAN AND BANK EACH HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY TRIAL OR HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWER, CHRISTIAN AND BANK, ARISING OUT OF OR IN ANY WAY RELATED TO THIS COMMITMENT LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS COMMITMENT LETTER, OR THE PERFORMANCE AND SATISFACTION BY BANK OF THE COMMITMENT EXTENDED BY THIS COMMITMENT LETTER.

I am pleased that First Merchants Bank can be of assistance with your financing needs. If you have any questions regarding this letter, please contact the undersigned. If the terms and conditions are agreeable, please indicate your acceptance of the terms hereof by signing in the appropriate space below and returning to us the enclosed duplicate original of this Commitment Letter, not later than 5:00 p.m. EST, on June 30, 2024, and return to my attention, whereupon this Commitment Letter will become a binding and enforceable agreement between you and us with respect to the subject matter herein, including an agreement to negotiate in good faith the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter.

Sincerely,

Matt O’Leary

AVP, Commercial Banking

10333 N. Meridian St. Indianapolis, IN 46290

Office 317.566.7605 CELL 812.249.4300

moleary@FirstMerchants.com

Acknowledgment

The above referenced terms and conditions are acknowledged and accepted this 14^th day of May, 2024.

By:	/s/ Justin Christian
	JUSTIN CHRISTIAN,
	Individually

	VIENNA PARENT CORPORATION

	By:	/s/ Justin Christian
	Name:	Justin Christian
	Title:	Chief Executive Officer

Confidential

Exhibit A

General Terms and Conditions

Confidential

*BORROWER:*	TBD, LLC, acquirer of TSR, Inc. (“Borrower” or “Company”)

*LENDER:*	First Merchants Bank (“Bank” or “Lender”)

*PURPOSE:*	Provide financing for the acquisition of TSR, Inc. (the “Acquisition”), and to provide financing for working capital and other general corporate purposes.

*CREDIT FACILITIES:*	A.	Up to a $21,000,000 Revolving Line of Credit.
	B.	Up to a $3,000,000 Term Loan.

	(Collectively, the “Credit Facilities”)

MATURITY:

Up to three (3) years from the date of closing for all Credit Facilities.

*REPAYMENT:*	A.	Interest-only payments due monthly. Outstanding principal balance due at maturity.
	B.	Principal plus interest payments due monthly. Principal payments based on a ten (10) year amortization.

*INTEREST RATE:*	A.	Floating at ASOFR + 2.00%, adjusted monthly.
	B.	Floating at ASOFR + 2.00%, adjusted monthly.

BORROWING BASE:

Usage under the Revolving Line of Credit shall be subject to the sum of the following (the “Borrowing Base”):

●

Up to 85% of eligible Accounts Receivable. Ineligible accounts receivable would include, but would not be limited to, accounts greater than sixty (60) days past due date.

●

Cash available on balance sheet.

*LOAN FEES:*	One-time fee of $32,500. Unused fee on the Revolving Line of Credit equal to 0.25%,

	payable quarterly in arrears.

*EXPENSES:*	Reasonable and documented out of pocket expenses incurred by the Bank shall be reimbursed by the Borrower. This includes fees and expenses of the Bank’s legal counsel, acquisition due diligence, etc.

*SECURITY:*	First priority perfected lien on all domestic personal property, including, but not limited to, receivables, inventory, equipment, and intangibles as determined by the Bank as appropriate. Pledge of all stock of Borrower (the “Collateral”).

*GUARANTORS:*	None


*EXCESS. CASH FLOW RECAPTURE:*	Excess cash flow recapture (“ECFR”) would be required only if Senior Funded Debt to EBITDA is > 2.50x at the time of measurement. ECFR to be defined as 50% of Earnings before Interest, Taxes, Depreciation, Amortization, less the sum of scheduled amortization of long-term debt, interest expense, and cash capital expenditures. ECFR payments would be made annually in conjunction with receipt of CPA audited financial statements. The payment would be applied to the principal balance of the Term Loan.

*OTHER DEBT:*	All other debt is to be fully subordinated to the Bank. Satisfactory compilation and review of subordination agreement(s) to be completed prior to close. Allowance for cash pay interest would be allowed if the Borrower is in material covenant compliance on a proforma basis.

Confidential

*REPORTING*
*REQUIREMENTS:*	A.	Annual audited financial statement within 120 days of year end prepared by a Certified Public Accountant of which shall be reasonably satisfactory to the Bank.
	B.	Quarterly company prepared financials within 45 days of quarter end.
	C.	Quarterly covenant compliance certificate within 45 days of quarter end.
	D.	Monthly borrowing base reports, accounts receivable agings and accounts payable agings, in form and substance reasonably satisfactory to the Bank within 30 days of month end.
	E.	Annual projections, by month, in form and substance reasonably satisfactory to the Bank, not later than the end of each fiscal year.
	F.	Notice of default.
	G.	Other customary information as reasonably requested.

	Other Reporting Requirements as customary for credit facilities of this nature.

*COVENANTS:*	Financial covenants including, but not limited to, the following:

	Quarterly Rolling Fixed Charge Coverage greater than 1.20x.
	Minimum ratio of (a) trailing twelve-month EBITDA (Earnings before Interest, Taxes, Depreciation, and Amortization), minus unfunded capital expenditures, to (b) the sum of scheduled amortization of debt, interest expense, and any Taxes/Distributions. Covenant to be measured and reported at a level of no less than 1.20 to 1.00 at the end of each fiscal quarter.

	Senior Funded Debt to EBITDA less than 3.25x.
	Senior Funded Debt to EBTIDA ratio will be defined for any fiscal quarter period end, the numerator will be total interest-bearing debt of the Borrower less Subordinated Debt at such quarter period end, and the denominator of which is the Borrower’s EBITDA for such period. Covenant to be measured and reported at a level of no more than 3.25 to 1.00 at the end of each fiscal quarter.

	All loan covenants and financial ratios to be computed and determined in accordance with GAAP consistently applied. Limitation on investments, guarantees, loans, advances, restricted payments, and asset divestitures.

	Standard prohibitions on change of control. No changes in fiscal year or method of accounting. No additional material indebtedness without prior bank approval (which approval shall not be unreasonably withheld or delayed).

	Facilities shall be Cross Collateralized and Cross-Defaulted.

CONDITIONS PRECEDENT TO FUNDING:

The effectiveness of the Loan Documents will be subject solely to the satisfaction of the following conditions precedent (in each case, subject to the Certain Funds Provision):

	(i) the execution and delivery of the Loan Documents (on terms consistent with the Commitment Letter) and other customary closing and legal documentation;

	(ii) the Lender shall have received all fees required to be paid and all expenses for which invoices have been presented;

	(iii) Lender shall have received, at least three (3) business days prior to the applicable closing date, all documentation and other information relating to Borrower and the Target as has been reasonably requested in writing at least ten (10) business days prior to the applicable closing date by Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act;

	(iv) liens creating a first priority (subject to permitted liens under the Loan Documents) security interest in the Collateral shall have been perfected, subject to the provisions of Section 3(b) of the Commitment Letter);

Confidential

	(v) the Acquisition shall be consummated in all material respects in accordance with the Merger Agreement without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Lender unless it is approved by the Lender; provided that (a) any alteration, supplement, amendment, modification, waiver or consent that (i) decreases the purchase price in respect of the Acquisition of not greater than ten percent (10%) shall not require the consent of the Lender, (ii) increases the purchase price in respect of the Acquisition shall not require the consent of the Lender, so long as such increase is funded by amounts permitted to be drawn under the Credit Facilities provided for hereunder or balance sheet cash and (b) any amendment that modifies the definition of “Material Adverse Effect” (as defined in the Merger Agreement) or similar defined term shall be deemed to be materially adverse to the interests of the Lender for the purpose of this paragraph;

	(vi) the Specified Representations shall be true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality or material adverse effect, in which instance such representation and warranty shall be true and correct in all respects) and the Specified Merger Agreement Representations shall be true and correct in all respects.

*GOVERNING LAW:*	State of Indiana.

INSURANCE:

Borrower will furnish evidence of insurance to cover agreed upon perils and risks affecting the collateral issued by a company reasonably acceptable to the Bank and a policy copy thereof shall be furnished at closing and kept in force during the life of the loan.

OUTSIDE COUNSEL:

Taft Law

Exhibit (d)(4)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is entered into by and between FOCUS Investment Banking LLC, with its principal place of business at 8065 Leesburg Pike, Suite 750, Vienna, VA 22l82 USA, and Bucher and Christian Consulting, Inc. dba BCforward (“Bidder”), with its principal place of business at 9777 N. College Avenue, Indianapolis, IN 46280 (each, a ’‘Party” and collectively, the “Parties”),

The Parties agree:

Confidential Information Defined. As used in this Agreement, the term “Confidential Information” means all disclosures made by one Party (the “Disclosing Party”) to the other or by both Parties to each other, whether in writing, by oral communication, by visual observation or otherwise, regarding FOCUS’ client company TSR, Inc. (hereinafter referred to as the “Client”), in connection with a potential negotiated transaction between Client and Bidder (a “Possible Transaction”). Confidential Information shall include the fact that the Confidential Information has been made available and that the Parties are discussing a Possible Transaction. Confidential Information shall not include information that: (a) is now or subsequently becomes publicly known through no breach of this Agreement; or (b) the receiving Party can show by written records is known to the receiving Party at the time of disclosure or is independently developed by the receiving Party without use of or reference to the Confidential Information; or (c) is received from a third party, other than the Client, who had a lawful right to disclose such Confidential Information.

Nondisclosure and Nonuse of Confidential Information. Unless otherwise authorized in writing, a Party which receives Confidential Information (“Recipient”) shall keep Confidential Information secret and will not disclose, publish or disseminate any Confidential Information to anyone other than: (a) those of its directors, officers, employees, financial or legal advisors, or clients with a need to know for the specific purpose of evaluating the information and participating in negotiations regarding a Possible Transaction, provided that such persons agree to be bound by the obligations set forth in this Agreement; or (b) as required by judicial or governmental request, requirement or order, provided that Recipient first immediately notifies the Disclosing Party of any such request, requirement or order so that the Disclosing Party may seek a protective order or other appropriate remedy. Recipient agrees to use reasonable care, but in no event less than the same degree of care that is used to protect its own confidential and proprietary information, to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient agrees to accept and use Confidential Information for the sole purpose of evaluation of the Possible Transaction, and for no other purpose.

Return of Confidential Information. Upon termination of this Agreement or within ten (10) business days after receipt of a written request, all Confidential Information in tangible formats shall he returned by the Recipient to the other Party or the Recipient shall certify in writing to the other Party that all such Confidential Information has been destroyed.

Length of Obligation. Recipient shall safeguard Confidential Information furnished by the other Party for a period of twenty-four (24) months from the date of disclosure of any such Confidential Information.

No Obligation to Complete Transaction. Neither the delivery nor the receipt of Confidential Information shall be interpreted as obligating either party to continue any discussions or negotiate or enter into any definitive agreement regarding a transaction. The Recipient understands that the other Party has not made nor is making any representation or warranty to the Recipient as to the accuracy or completeness of the Confidential Information delivered hereunder.

No Solicitation. Bidder agrees that, for a period of twenty-four (24) months from the date of this Agreement, it and its affiliates will not knowingly, as a result of knowledge or inforu1ation obtained from the Disclosing Party’s Confidential Information or otherwise in connection with a Possible Transaction, directly or indirectly: (a) divert or attempt to divert any business or customer of the Client or its affiliates; or (b) employ, other than pursuant to a general solicitation of employment, or attempt to employ a key employee of the Client or any of its affiliates with whom Recipient has contact during the discussion, so long as such person remains employed by Client or any of its affiliates.

Securities Laws. Bidder acknowledges that the Confidential Information may include material nonpublic information (within the meaning of the securities laws of the United States) with respect to

Client. Bidder hereby acknowledges that it is aware, and that it will advise its respective representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has received from the other party material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling the securities of Client or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the other party in reliance upon such information. Bidder agrees not to use and will cause its representatives to agree not to use any Confidential Information of Client in violation of applicable securities laws.

Standstill. Bidder agrees that beginning on the date of this Agreement and continuing for twenty-four (24) months after the date on which the parties terminate discussions concerning a potential transaction (the “Standstill Period”), neither Bidder nor any of its affiliates or representatives will in any manner, directly or indirectly, unless specifically invited in writing by the Client’s Board of Directors:

(a)

offer, seek, effect or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other person to offer, seek, effect or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of beneficial ownership of any securities issued by Client or its affiliates or any of Client’s or its affiliates’ assets; (ii) any tender or exchange offer, merger or other business combination involving Client or its affiliates; (iii) any recapitalization, restructuring, liquidation, dissolution or other similar transaction with respect to Client or its affiliates; or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or refrain from voting, any voting securities issued by Client or to solicit any consents of the stockholders of Client or its affiliates;

(b)

form, join or in any way participate in a “group” (as defined in the Securities Exchange Act of 1934, as amended) with respect to any securities issued by Client or its affiliates, or otherwise seek, alone or together with other persons, to control or influence the management, Board of Directors or policies of Client or its affiliates;

(c)

make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving Client or its securities or assets;

(d)

take any action that could require Client or its affiliates to make a public announcement regarding any of the types of transactions or matters set forth in paragraph (a);

(e)

agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clauses (a), (b), (c), or (d);

(f)

assist, advise, induce or encourage any other person to take any action of the type referred to in clauses (a), (b), (c), (d), or (e); or

(g)

enter into any discussion or arrangements with any third party with respect to any of the foregoing.

Bidder also agrees during the Standstill Period not to request Client (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence).

Bidder further agrees that unless otherwise directed by Client in writing (i) all communications with Client regarding a Possible Transaction, (ii) requests for additional information, facility tours, or management meetings, and(iii) discussions or questions regarding procedures with respect toa Possible Transaction, will be submitted or directed by Bidder or its representatives only to FOCUS Investment Banking LLC (“FOCUS”), as Client’s financial advisor, or a person or persons designated in writing by FOCUS.

The provisions of this Section 8 shall terminate upon the public announcement by Client that it has entered into a definitive agreement providing for the Possible Transaction with any person or persons. The expiration of this Section 8 shall not terminate or otherwise affect any of the other provisions of this letter agreement.

Miscellaneous Provisions. This Agreement expresses the entire Agreement and understanding of the Parties with respect to the subject matter hereof. Each Party retains its entire right, title and interest,

including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever to the Recipient or any of its Representatives. The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision hereof. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. No failure or delay by either party to exercise its rights under this Agreement will operate as a waiver thereof. Neither party shall have the right to assign this Agreement without the prior written consent of the other party. Client is an express third-party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient and that, in addition to all other remedies it may be entitled to, tl1e other Party shall be entitled to seek specific performance and injunction or other equitable relief as a remedy for any breach.

This Agreement is W1derstood and agreed to by the duly authorized representatives of the Parties:

FOCUS INVESTMENT BANKING LLC		BUCHER AND CHRISTIAN CONSULTING, INC. dba BCFORWARD

By:	/s/ George Shea	By:	/s/ Justin P. Christian
Name:	George Shea	Name:	Justin P. Christian
Title:	Managing Director	Title:	President & CEO
Date:	9/19/2023	Date:	9/14/2023

Exhibit (d)(5)

DUE DILIGENCE AND EXCLUSIVITY AGREEMENT

This Due Diligence and Exclusivity Agreement (this “Agreement”) is dated as of January 10, 2024 (the “Effective Date”), by and between Bucher and Christian Consulting, Inc. d/b/a BCforward or an affiliate thereto (“BCF”) and TSR, Inc., a Delaware corporation (the “Company”).

Recitals

WHEREAS, BCF and the Company are exploring a potential transaction (the “Proposed Transaction”) pursuant to which BCF or one or more of its affiliates would acquire all of the issued and outstanding equity interests of the Company (through merger or otherwise). In order to allow discussions with respect to the Proposed Transaction to occur among the parties and their representatives and in consideration of the significant time and expense to be incurred by each party in evaluating the Proposed Transaction, the parties desire to set forth certain understandings and commitments related to the matters described in this Agreement.

NOW, THEREFORE, in consideration of the recitals set forth above, the terms and conditions set forth below, the substantial commitment of time and resources by each party necessary to conduct the due diligence investigation described herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, and intending to be legally bound, the parties agree as follows:

1. This Agreement shall be subject to the terms of that certain Confidentiality Agreement executed between BCF and the Company on September 14, 2023 (the “NDA”).

2. During the Exclusivity Period (as defined below), each party (the “Responding Party”) shall respond promptly to and in good faith, and shall direct its Representatives (as defined below) as necessary to respond promptly and in good faith, to reasonable due diligence requests concerning the Responding Party and its business or the Proposed Transaction posed in good faith by the other party (the “Requesting Party”) or its Representatives, including without limitation personnel of the Requesting Party and its affiliates, outside legal counsel, independent auditors, tax and insurance advisors, other outside advisors and consultants that the Requesting Party or its affiliates may specifically retain in connection with its due diligence activities or its evaluation of the Proposed Transaction, and BCF’s or its affiliates’ financing sources and their respective Representatives, so long as such due diligence requests do not unreasonably interfere with the operations of the business of the Company and provided, that in no event shall the foregoing require the Responding Party or any of its Representatives to take or omit to take any action following such time as the Company may determine in its sole discretion not to proceed with the Proposed Transaction. As used in this Agreement, the “Representatives” of a person are its directors, officers, managers, employees, agents, investment bankers, lending institutions, attorneys, accountants, consultants, advisors, and other representatives. Each Requesting Party shall conduct its due diligence investigation subject to the NDA and will work with the Responding Party to minimize the disruption to the operations of the Responding Party caused by the investigation.

3. The Company and BCF shall continue to discuss on an exclusive basis the Proposed Transaction, including the negotiation of the terms thereof and the potential definitive documentation regarding the same (collectively, the “Definitive Agreements”) for a period beginning upon the Effective Date and any applicable extension, until the earlier of (i) the execution of a definitive agreement by the Company and BCF with respect to the Proposed Transaction, (ii) the mutual agreement of the Company and BCF to terminate this Agreement, and (iii) 11:59 PM (EDT) on the date that is 60 calendar days following the Effective Date (the “Exclusivity Period”); provided, however, that in no event shall the foregoing require the Company to continue such discussions if the Company determines in its sole discretion not to proceed with the Proposed Transaction. The Exclusivity Period shall be extended for an additional 14 calendar day period subject to BCF’s confirmation that it does not intend to reduce the most recent price per share offered in writing by BCF to the Company prior to the Effective Date. For the avoidance of doubt, nothing in this Agreement shall give rise to or result in any obligation on the part of the Company, any of its shareholders or BCF to enter into any Definitive Agreement or otherwise consummate or agree to consummate any transaction and the Company and BCF hereby agree that they will have no obligation to continue discussions or negotiations with each other over the Proposed Transaction following expiration of the Exclusivity Period. Each party reserves the right, in its sole discretion, for any reason or for no reason, to reject any and all proposals made to it or its Representatives with regard to the Proposed Transaction and to determine to not proceed with the Proposed Transaction at any time.

4. The Company shall not, and shall cause its subsidiaries and use its commercially reasonable efforts to cause its and their officers and directors not to, and shall direct the Company and its subsidiaries’ agents, Representatives, stockholders or affiliates, in each case who have been informed of the Proposed Transaction (the Company and all such persons and entities, the “Company Group”), not to, directly or indirectly, discuss, negotiate, or engage with any third party (other than BCF or its affiliates), during the Exclusivity Period, regarding any potential transaction pursuant to which such third party or any group of one or more third parties would acquire, directly or indirectly, by purchase, merger, exchange, lease, license or other means, either (a) all or a majority of the equity interests, now or hereafter existing, in the Company or any direct or indirect owner of any equity interest in the Company or (b) all or substantially all of the business or the assets of the Company used or useful in the Company’s business in any case outside the ordinary course of the Company’s business as it is presently conducted (each, a “Prohibited Potential Transaction”). During the Exclusivity Period, the Company shall promptly notify BCF of the receipt by the Company or any of its Representatives of any oral, written, or electronic offer, indication of interest, proposal or inquiry (collectively, an “Offer”) relating to any Prohibited Potential Transaction. Notwithstanding the foregoing, nothing in this paragraph shall prohibit or limit a member of the Company Group, in response to an unsolicited inquiry received during the Exclusivity Period, from indicating to any person or entity making such unsolicited inquiry that it is not permitted to respond to any Prohibited Potential Transaction.

5. BCF and the Company each acknowledges that any breach of paragraph 4 of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, BCF and the Company agrees that BCF or the Company, as the case may be, may seek equitable relief in the event of any breach or threatened breach of paragraph 4 of this Agreement, including without limitation injunctive relief against any such breach and specific

performance of the obligations in such paragraphs, in addition to any other remedy to which the other party may be entitled, without the need to post any security.

6. BCF and the Company each shall be responsible for its own costs and expenses with respect to this Agreement and the Proposed Transaction.

7. This Agreement, together with the NDA previously executed between BCF and the Company, represents the entire agreement among the parties concerning the Proposed Transaction and supersedes any prior or contemporaneous understanding concerning such subject matter. This Agreement may only be amended by a writing signed by BCF and the Company. The parties acknowledge that no party should be deemed the principal or sole draftsman of this Agreement for any purpose. References to one gender shall be deemed to include the other gender and the neuter, and references to the neuter shall be deemed to include both genders.

8. This Agreement and any disputes or proceedings (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. The parties agree (i) that any action arising out of, relating to or in connection with this Agreement shall be instituted in the Chancery Court of the State of Delaware and any state appellate court therefrom located within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware); (ii) that in the event of any such action, such parties will consent and submit to the personal jurisdiction of any such court described in the preceding clause (i) of this section and to service of process upon them in accordance with the rules and statutes governing service of process; and (iii) waive to the full extent permitted by law any objection that they may now or hereafter have to the venue of any such action in any such court or that any such action was brought in an inconvenient forum. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS LETTER AGREEMENT.

9. This Agreement may be executed in one or more counterparts, all of which shall collectively be considered a single instrument, and either party may execute this Agreement using a signature page in “PDF” format.

[Signatures on next page]

The parties have executed this Agreement by their duly authorized representatives as of the date first above written.

Bucher and Christian Consulting, Inc.		TSR Inc.

By:	/s/ Justin P. Christian	By:	/s/ Thomas C. Salerno
Name:	Justin P. Christian	Name:	Thomas C. Salerno
Title:	President/CEO	Title:	CEO

Signature Page to Due Diligence and Exclusivity Agreement

Exhibit (d)(6)

FIRST AMENDMENT TO

DUE DILIGENCE AND EXCLUSIVITY AGREEMENT

This First Amendment to Due Diligence and Exclusivity Agreement (“First Amendment”) is effective as of March 11, 2024, by and between Bucher and Christian Consulting, Inc. d/b/a BCforward, an Indiana corporation (“BCF”), and TSR, Inc., a Delaware corporation (the “Company” and together with BCF, the “Parties”)

WHEREAS, the Parties entered into that certain Due Diligence and Exclusivity Agreement dated January 10, 2024 (“Original Agreement”).

WHEREAS, the Parties desire to amend the Original Agreement on the terms and conditions set forth in this First Amendment. As amended, the Original Agreement is referred to as the “Agreement.”

NOW THEREFORE, in consideration of the mutual covenants and agreements included in this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agrees as follows:

The first sentence of paragraph 3 of the Original Agreement is hereby amended and restated and replaced in its entirety by the following sentence:

“The Company and BCF shall continue to discuss on an exclusive basis the Proposed Transaction, including the negotiation of the terms thereof and the potential definitive documentation regarding the same (collectively, the “Definitive Agreements”) for a period beginning upon the Effective date and any applicable extension, until the earlier of (i) the execution of a definitive agreement by the Company and BCF with respect to the Proposed Transaction, (ii) the mutual agreement of the Company and BCF to terminate this Agreement, and (iii) 5:00 pm Eastern Standard Time on March 25, 2024 (the “Exclusivity Period”); provided, however, that in no event shall the foregoing require the Company to continue such discussions if the Company determines in its sole discretion not to proceed with the Proposed Transaction.”

The Agreement is and shall continue to be in full force and effect, except as amended by this First Amendment.

Any and all defined terms which are not explicitly defined herein shall have the meaning ascribed to them in the Original Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A signed copy of this First Amendment delivered by facsimile, e-mail, or other means of electronic transmission shall have the same legal effect as delivery of an original signed copy of this Agreement.

[Signatures on next page]

IN WITNESS WHEREOF, the Parties have duly executed and delivered this First Amendment effective as of the date first written above.

Bucher and Christian Consulting, Inc.

By:	/s/ Justin P. Christian
	Name:	Justin P. Christian
	Title:	President and Chief Executive Officer

TSR, Inc.

By:	/s/ Thomas Salerno
	Name:	Thomas Salerno
	Title:	President & CEO

Exhibit (d)(7)

SECOND AMENDMENT TO

DUE DILIGENCE AND EXCLUSIVITY AGREEMENT

This Second Amendment to Due Diligence and Exclusivity Agreement (“Second Amendment”) is effective as of March 26, 2024, by and between Bucher and Christian Consulting, Inc. d/b/a BCforward, an Indiana corporation (“BCF”), and TSR, Inc., a Delaware corporation (the “Company” and together with BCF, the “Parties”)

WHEREAS, the Parties desire to amend the Original Agreement on the terms and conditions set forth in this Second Amendment. As amended, the Original Agreement is referred to as the “Agreement.”

NOW THEREFORE, in consideration of the mutual covenants and agreements included in this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agrees as follows:

The first sentence of paragraph 3 of the Original Agreement is hereby amended and restated and replaced in its entirety by the following sentence:

“The Company and BCF shall continue to discuss on an exclusive basis the Proposed Transaction, including the negotiation of the terms thereof and the potential definitive documentation regarding the same (collectively, the “Definitive Agreements”) for a period beginning upon the Effective date and any applicable extension, until the earlier of (i) the execution of a definitive agreement by the Company and BCF with respect to the Proposed Transaction, (ii) the mutual agreement of the Company and BCF to terminate this Agreement, and (iii) 5:00 pm Eastern Standard Time on April 9, 2024 (the “Exclusivity Period”); provided, however, that in no event shall the foregoing require the Company to continue such discussions if the Company determines in its sole discretion not to proceed with the Proposed Transaction.”

The Agreement is and shall continue to be in full force and effect, except as amended by this Second Amendment.

Any and all defined terms which are not explicitly defined herein shall have the meaning ascribed to them in the Original Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A signed copy of this Second Amendment delivered by facsimile, e-mail, or other means of electronic transmission shall have the same legal effect as delivery of an original signed copy of this Agreement.

[Signatures on next page]

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Second Amendment effective as of the date first written above.

	Bucher and Christian Consulting, Inc.

	By:	/s/ Justin P. Christian
	Name:	Justin P. Christian
	Title:	President and Chief Executive Officer

	TSR, Inc.

	By:	/s/ Thomas Salerno
	Name:	Thomas Salerno
	Title:	President and CEO

Exhibit (d)(8)

THIRD AMENDMENT TO

DUE DILIGENCE AND EXCLUSIVITY AGREEMENT

This Third Amendment to Due Diligence and Exclusivity Agreement (“Third Amendment”) is effective as of April 9, 2024, by and between Bucher and Christian Consulting, Inc. d/b/a BCforward, an Indiana corporation (“BCF”), and TSR, Inc., a Delaware corporation (the “Company” and together with BCF, the “Parties”)

WHEREAS, the Parties entered into that certain Due Diligence and Exclusivity Agreement, dated January 10, 2024 (“Original Agreement”), as amended by that certain First Amendment to Due Diligence and Exclusivity Agreement, dated March 11, 2024 (“First Amendment”), and as amended by that certain Second Amendment to Due Diligence and Exclusivity Agreement, dated March 26, 2024 (“Second Amendment”).

WHEREAS, the Parties desire to amend the Original Agreement on the terms and conditions set forth in this Third Amendment. As amended, the Original Agreement is referred to as the “Agreement.”

NOW THEREFORE, in consideration of the mutual covenants and agreements included in this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agrees as follows:

The first sentence of paragraph 3 of the Original Agreement is hereby amended and restated and replaced in its entirety by the following sentence:

“The Company and BCF shall continue to discuss on an exclusive basis the Proposed Transaction, including the negotiation of the terms thereof and the potential definitive documentation regarding the same (collectively, the “Definitive Agreements”) for a period beginning upon the Effective date and any applicable extension, until the earlier of (i) the execution of a definitive agreement by the Company and BCF with respect to the Proposed Transaction, (ii) the mutual agreement of the Company and BCF to terminate this Agreement, and (iii) 5:00 pm Eastern Standard Time on April 23, 2024 (the “Exclusivity Period”); provided, however, that in no event shall the foregoing require the Company to continue such discussions if the Company determines in its sole discretion not to proceed with the Proposed Transaction.”

The Agreement is and shall continue to be in full force and effect, except as amended by this Third Amendment.

Any and all defined terms which are not explicitly defined herein shall have the meaning ascribed to them in the Original Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A signed copy of this Third Amendment delivered by facsimile, e-mail, or other means of electronic transmission shall have the same legal effect as delivery of an original signed copy of this Agreement.

[Signatures on next page]

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Third Amendment effective as of the date first written above.

	Bucher and Christian Consulting, Inc.

	By:	/s/ Justin P. Christian
	Name:	Justin P. Christian
	Title:	President and Chief Executive Officer

	TSR, Inc.

	By:	/s/ Thomas Salerno
	Name:	Thomas Salerno
	Title:	President and CEO

Exhibit 107

Calculation of Filing Fee Tables

Schedule TO

TSR, INC.

(Name of Subject Company (issuer))

VIENNA ACQUISITION CORPORATION

(Offeror)

a wholly-owned subsidiary of

VIENNA PARENT CORPORATION

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Table 1-Transaction Valuation

	Transaction Valuation*		Fee rate		Amount of Filing Fee**
Fees to Be Paid	$	29,998,754.20		0.0001476	$	4,427.82
Fees Previously Paid	$	0			$	0
Total Transaction Valuation	$	29,998,754.20
Total Fees Due for Filing					$	4,427.82
Total Fees Previously Paid					$	0
Total Fee Offsets					$	0
Net Fee Due					$	4,427.82

Estimated solely for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding (a) the product of (i) $13.40, the purchase price per share (the “Offer Price”) of TSR, Inc. (the “Company”) common stock, par value $0.01 per share (each such share, a “Share”), net to the stockholder in cash, without interest and less any applicable tax withholding, and (ii) 2,169,546 Shares issued and outstanding; plus (b) the product of (i) 69,167 Shares subject to outstanding unvested restricted stock awards, and (ii) the Offer Price. The calculation of the filing fee is based on information provided by the Company as of May 27, 2024.

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2024 beginning on October 1, 2023, issued August 25, 2023, by multiplying the transaction value by 0.0001476.

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