TWKS Thoughtworks Holding Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

SCHEDULE 14C INFORMATION

_____________________

Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

THOUGHTWORKS HOLDING, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY INFORMATION STATEMENT — SUBJECT TO COMPLETION

THOUGHTWORKS HOLDING, INC.
200 East Randolph Street, 25th Floor
Chicago, Illinois 60601

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT AND APPRAISAL RIGHTS
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY

To our Stockholders:

This notice of stockholder action by written consent, pursuant to Section 228(e) of the General Corporation Law of the State of Delaware (the “DGCL”), and appraisal rights, pursuant to Section 262 of the DGCL (“Section 262”) and Information Statement (this “Information Statement”) is being furnished to the holders of common stock, par value $0.001 per share (the “Company Common Stock” or “Common Stock”), of Thoughtworks Holding, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), in connection with the Agreement and Plan of Merger, dated as of August 5, 2024 (as amended or otherwise modified in accordance with its terms, the “Merger Agreement”), by and among the Company, Tasmania Midco, LLC, a Delaware limited liability company (“Parent”) and Tasmania Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Turing EquityCo II L.P. (the “Significant Company Stockholder”), currently the holder of a majority of the issued and outstanding shares of Company Common Stock and an affiliate of certain investment funds advised by Apax Partners LLP. A copy of the Merger Agreement is attached as Annex A to the accompanying Information Statement.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive $4.40 in cash, without interest thereon (the “Per Share Price”), less any applicable tax withholdings. However, the Per Share Price will not be paid, nor will any distribution be made, in respect of (1) any shares of the Company Common Stock that are held by us as treasury shares or owned by Parent or Merger Sub or any of their direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time (collectively, “Owned Company Shares”), which at the Effective Time will automatically be cancelled and extinguished and (2) any shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has neither voted in favor of the Merger nor consented to the Merger in writing and who has properly and validly exercised (and not withdrawn) their statutory rights of appraisal in respect of such shares in accordance with Section 262 (such shares, the “Dissenting Company Shares”).

Parent has also entered into separate rollover agreements (each, a “Rollover Agreement”) with (1) Tasmania Parent, Inc. (“Topco”), which will become the indirect parent of the Company following the Merger, and certain of its affiliates, on the one hand, and (2) each of the Significant Company Stockholder and certain members of Company management (each holder, a “Rollover Stockholder”), on the other hand. Pursuant to the Rollover Agreements, on the closing date of the Merger prior to the Effective Time (the “Exchange Time”), all shares of Company Common Stock held by the Significant Company Stockholder and certain shares of Company Common Stock held by the other Rollover Stockholders (each, a “Rollover Share”) will be contributed to Topco in exchange for a number of newly issued shares of Topco (a “Topco Share”) having an aggregate value equal to the Per Share Price multiplied by the aggregate number of Rollover Shares. Each Rollover Stockholder who is a member of Company management — Erin Cummins, Rachel Laycock, Ramona Mateiu, Christopher Murphy and Sudhir Tiwari (each, a “Management Rollover Stockholder”) — also agreed to invest a portion of the after-tax proceeds that would otherwise be received by such Management Rollover Stockholder in the Merger in respect of certain

Company equity awards in exchange for newly issued Topco Shares, and the assumption and conversion of certain Company equity awards into equity awards having comparable value that are convertible into Topco Shares, all in accordance with the terms of their Rollover Agreement.

Having undertaken a thorough review of, and carefully considered, information concerning the Merger, and a fairness opinion from Lazard Frères & Co. LLC (“Lazard”), and after consulting with experienced, qualified and independent financial and legal advisors, a Special Committee of our board of directors comprised of Robert Brennan, Jane Chwick, William Parrett, and Roxanne Taylor (the “Special Committee”) unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”), upon the terms and conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders (as defined in the accompanying Information Statement and the Merger Agreement), (2) recommended to our board of directors (the “Company Board”) that the Company Board (a) approve and declare advisable the Merger Agreement and the Transactions, including the Merger, and (b) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, and (3) recommended that, subject to Company Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Acting upon the recommendation of the Special Committee, the Company Board unanimously: (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (3) approved and declared advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein, (4) directed that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting, and (5) recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL. The Company Board, on behalf of the Company, believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The consummation of the Merger and other Transactions required the adoption of the Merger Agreement by affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote to adopt the Merger Agreement (the “Requisite Stockholder Approval”). On August 5, 2024, following the execution and delivery of the Merger Agreement, the Significant Company Stockholder, who held shares of Company Common Stock representing approximately 61.2% of the voting power of the outstanding shares of Company Common Stock as of August 4, 2024 (which was the record date for determining stockholders entitled to consent to the adoption of the Merger Agreement), delivered a written consent (the “Stockholder Consent”), which is attached to the accompanying Information Statement as Annex B, constituting the Requisite Stockholder Approval. As a result, no further approval of the stockholders of the Company is required to adopt the Merger Agreement or approve the Merger, and we will not be (1) soliciting your vote for the adoption of the Merger Agreement or the approval of the Merger, or (2) calling a special meeting of our stockholders for purposes of voting on the adoption of the Merger Agreement or the approval of the Merger. This notice and the accompanying Information Statement constitute notice to you from us of the action taken pursuant to the written consent contemplated by Section 228(e) of the DGCL.

Under Section 262, if the Merger is completed, subject to compliance with the requirements of Section 262, holders of shares of the Company Common Stock, other than the Significant Company Stockholder, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of the Company Common Stock (as determined by the Delaware Court of Chancery) instead of receiving the Per Share Price. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than twenty (20) days after the mailing of this notice and the accompanying Information Statement, which mailing date is [•], 2024, and comply precisely with other procedures set forth in Section 262, which are summarized in the accompanying Information Statement. This notice and the accompanying Information Statement constitute notice to you from us of the availability of appraisal rights under Section 262 in connection with the Merger.

The accompanying Information Statement is for informational purposes only. However, we urge you to read the Information Statement in its entirety, including the annexes to this Information Statement and the other documents to which we refer in this Information Statement, for a more complete description of the transactions referenced above and the actions taken by the Company Board and the Significant Company Stockholder.

We thank you for your continued support and interest in the Company.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael Sutcliff
Chief Executive Officer and President

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

The accompanying Information Statement is dated as of [•], 2024 and is first being mailed to stockholders on [•], 2024.

INFORMATION STATEMENT

TABLE OF CONTENTS

THE SPECIAL FACTORS

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the Company Board, the Special Committee, the Company’s representatives, and other parties. “Apax” means the Apax Funds, Apax Partners, in its capacity as investment adviser to the Apax Funds, and their respective affiliates, as the context may require. For the avoidance of doubt, the term “representatives” includes both the singular and the plural.

Apax has maintained a majority equity interest in the Company since 2017. Following the IPO, Turing, an entity controlled by Apax, has continued to own approximately 61% of the issued and outstanding shares of Company Common Stock. Two representatives of Apax have served on the Company Board since the IPO. Please see the section entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Director Nomination Agreement” for additional information on the ability of Apax to nominate or designate directors to the Company Board. From time to time, Apax has considered alternatives for its investment in the Company, including acquiring all of the outstanding shares of Company Common Stock not then owned by Apax.

Starting in 2022, the Company began to face significant headwinds as macroeconomic conditions weakened and client demand for the Company’s services declined. Among other things, the Company’s year-on-year quarterly revenue growth on a constant currency basis declined from 39% in fourth quarter 2021 to negative 1% in first quarter 2023 and adjusted EBITDA margin declined from 18% to 11% over the same period. On February 28, 2023, the Company reported fourth quarter 2022 and fiscal year 2022 results and issued fiscal year 2023 guidance for the first time, providing a range of 0% to 2% for fiscal year 2023 revenue growth on a constant currency basis. The Company’s stock price fell 17% on that day alone. From the date of the Company’s IPO to early April 2023, the trading price of Company Common Stock trended down from the IPO price of $21.00 per share to a range of approximately $7.00 to $8.00 per share.

Since the IPO, as part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Company Board and the Company’s management periodically review, consider and assess the Company’s operations and financial performance, as well as overall industry conditions. These reviews include, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, including in response to indications of interest received from third parties.

On March 16, 2023, Apax submitted to the Company Board a proposal to acquire all of the shares of Company Common Stock not owned by Apax at a price of $11.00 per share, which as stated in such proposal represented a 55% premium to the Company’s last closing price, of $7.09, on March 16, 2023, and a 42% premium to the Company’s one-month volume-weighted average price, of $7.73, as of March 16, 2023. In its proposal, Apax expressed its expectation that a Special Committee of the Company Board comprised solely of independent and disinterested directors would be fully empowered to consider the proposal (including to negotiate, accept or reject it) and make a recommendation to the Company Board, and to retain its own independent legal and financial advisors to allow it to review and engage on Apax’s proposal. Apax further stated that (1) it would not move forward with a potential transaction with the Company unless the proposal were recommended to the Company Board by that Special Committee, (2) the proposal was not conditioned, nor would Apax agree to a transaction conditioned, on the approval of a majority of the shares of Company Common Stock not owned by Turing and (3) Apax was only interested in acquiring the remaining shares that were not already owned by Turing, and accordingly it had no interest in a disposition or sale of the shares of Company Common Stock owned by Turing or in voting for or otherwise participating in an alternative change of control or similar transaction.

In response to the proposal from Apax, on March 21, 2023, the Company Board created a Special Committee of the Company Board comprised of four directors –– Robert Brennan, Jane Chwick, William Parrett, and Roxanne Taylor –– independent of Apax and disinterested in the proposed transaction. The Special Committee had the full authority of the Company Board with respect to matters relating to, or arising from, any such transaction with Apax or any other strategic transaction outside the ordinary course of business, including, without limitation, authority (1) to retain counsel, financial advisors and such other advisors as the Special Committee deems appropriate, with all fees, costs and expenses of such advisors and any other costs and expenses incurred by the Special Committee

in performing its functions being the obligation of, and paid by, the Company (provided that, in furtherance of its duties, the Special Committee shall also have available to it the Company’s officers and advisors, in order to take advantage of their industry expertise and knowledge of the Company); (2) to consider, evaluate, and examine, to the extent the Special Committee deems necessary or desirable, any such transaction; (3) to establish, approve, modify, monitor, and direct the process and procedures related to the negotiation, review, and evaluation of any such transaction, including, without limitation, the authority to determine not to proceed with any such process, procedures, negotiation, review, or evaluation; (4) to respond to any communications, inquiries, or proposals regarding any such transaction; (5) to review, evaluate, and negotiate with Apax or any third party, if the Special Committee deems it necessary or desirable, the terms and conditions of any such transaction; (6) to determine whether any such transaction is fair to, and in the best interest of, the Company and its stockholders (or any subset of the stockholders of the Company that the Special Committee determines to be appropriate) and to report its recommendation to the Company Board; (7) to effectuate or recommend to the Company Board the effectuation of any such transaction; (8) to assist in the preparation and filing of any documents as may be required with respect to matters relating to, or arising from, any such transaction; (9) to enter into, on behalf of the Company, any documents and instruments in connection with the exploration and consideration of the foregoing, such as, without limitation, confidentiality and standstill agreements, engagement and fee letters, and other related documentation, all on terms as the Special Committee deems appropriate; (10) to review, evaluate, and negotiate, if the Special Committee deems it necessary or desirable, the terms of compensation and severance arrangements for executive officers and directors of the Company in connection with any such transaction; and (11) to take all other action that is, in the opinion of the Special Committee, necessary or desirable in connection with the foregoing.

The Special Committee considered and interviewed prospective legal counsel and financial advisors and determined to retain Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”) and Potter Anderson & Corroon LLP (“Potter Anderson”) as the Special Committee’s legal counsel and Lazard as the Special Committee’s financial advisors. Lazard provided the Special Committee with written disclosures regarding its relationships with the Company and Apax, and based on its review of such disclosures, the Special Committee determined that none of the relationships disclosed would affect Lazard’s ability to serve as the Special Committee’s financial advisor. After disclosure by Kramer Levin and Potter Anderson that neither firm had any relationship with the Company or Apax that created a conflict, the Special Committee determined that each firm was independent for such purpose. The Special Committee selected Kramer Levin, Potter Anderson and Lazard based on their respective reputations, their experience, including with transactions of a similar nature to the potential transaction with Apax, and their independence.

During April 2023 and early May 2023, among other things, the Special Committee met with members of the Company’s management regarding the process going forward and related matters, representatives of Lazard spoke with members of the Company’s management, conducted due diligence with respect to the Company, and, at the direction of the Special Committee, communicated concerning process and next steps with representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), financial advisor to Apax, the Company’s management worked to update its business plan and forecast, and the Special Committee met several times with its advisors. The Company’s management then provided to Lazard and the Special Committee its updated business plan and forecast, the Special Committee and its advisors met with representatives of the Company’s senior management to discuss the assumptions and expectations reflected in that business plan and forecast. On May 10, 2023, the Special Committee met by videoconference with representatives of Lazard and Kramer Levin attending, representatives of Lazard presented to the Special Committee its preliminary valuation analysis of the Company, and the Special Committee and Lazard discussed the potential response to Apax’s offer. The Special Committee met again by videoconference on May 12, 2023, with representatives of Lazard and Kramer Levin attending, and following further discussion, the Special Committee instructed Lazard to communicate to Goldman Sachs that Apax’s offer of $11.00 per share was inadequate and to deliver a counter-proposal of $17.00 per share.

On May 12, 2023, representatives of Lazard communicated to representatives of Goldman Sachs that the Special Committee had determined that the $11.00 per share price in Apax’s March 16 proposal would not provide enough value to the Company’s stockholders who are unaffiliated with Apax, and that the Special Committee would not move forward with a potential transaction at that price. From May 2023 until June 2023, the Special Committee, Apax and their respective advisors continued to engage in negotiation on the price for a potential transaction between Apax and the Company.

On June 19, 2023, Apax submitted to the Company Board a revised proposal to acquire all of the shares of Company Common Stock not owned by Apax at a price of $12.00 per share, which represented a 93% premium to the Company’s closing trading price of $6.22 on May 1, 2023, the last trading day prior to public reports of

Apax’s interest in a potential transaction with the Company, and a 76% premium to the Company’s one-month volume-weighted average price of $6.82 as of May 1, 2023. Following receipt of the June 19 proposal from Apax, after discussion with its legal and financial advisors, the Special Committee agreed to move forward with a potential transaction at a price of $12.00 per share, subject to the negotiation and execution of definitive transaction documents and receipt by the Special Committee of a customary fairness opinion. The Company then provided Apax with access to additional due diligence materials not previously furnished to Apax by the Company.

On July 7, 2023, Apax informed the Special Committee that, after receiving access to the Company’s financial performance for second quarter 2023 and pipeline information, it would not proceed with a potential transaction. Apax noted a significant decline in the Company’s financial performance in second quarter 2023, a decline in the Company’s pipeline and a material decline in pricing that severely affected the Company’s ability to meet projected revenues and margins as reasons for not proceeding with the transaction.

Following July 7, 2023, there was no further discussion of the proposed transaction, and the Special Committee ceased its activities.

After July 2023, the Company Board continued to discuss the challenges facing the Company and potential steps to address them, including possible structural changes in the business, headcount reductions, a succession plan for the Chief Executive Officer (the “CEO”) and other possible changes in senior management. Subsequently, among other actions taken by the Company with respect to such challenges, on August 8, 2023, the Company announced restructuring actions, including headcount reductions impacting approximately 5% to 6% of the Company’s employees globally, in order to reduce overall costs, better align resources to strategic priorities, right-size operations and increase operational efficiencies. Additionally, on October 3, 2023, the Company engaged Egon Zehnder International AG (“Egon Zehnder”) to assist in connection with potential CEO succession planning.

Between August 2023 and February 2024, the Company’s performance and stock price continued to decline. In August 2023, the Company lowered its guidance for fiscal year 2023, and subsequently experienced a material miss in revenue and margin for fourth quarter 2023. During this period, the Company’s stock price fell from a closing price of $7.02 per share on August 7, 2023, the day before the Company reported its financial results for second quarter 2023, to $3.28 per share on February 27, 2024, the day the Company reported its financial results for fourth quarter 2023 and fiscal year 2023 and issued fiscal year 2024 guidance for the first time.

In February 2024, during an executive session meeting of the Company Board, the Company Board appointed a subcommittee consisting of Ian Davis, Robert Brennan, Jan Chwick, Salim Nathoo and Roxanne Taylor to assess the merits of a potential CEO succession and potential candidates; the subcommittee engaged Egon Zehnder for such purpose. Starting in February 2024 through April 2024, this subcommittee worked with Egon Zehnder with respect to the CEO succession process, including candidate identification, profile reviews and candidate interviews.

On March 22, 2024, Apax submitted a non-binding proposal to acquire all of the shares of the Company Common Stock not owned by Apax or its affiliates for a transaction price of $4.00 per share in cash, which as stated in such proposal represented a premium of 66% to the closing price, of $2.41 per share, of Company Common Stock on March 21, 2024 and 43% to the volume-weighted average price, of $2.79 per share, of Company Common Stock since the Company’s fourth quarter earnings release on February 27, 2024. Apax expressed its expectation that a Special Committee of the Company Board comprised solely of independent and disinterested directors would be fully empowered to consider the proposal (including to negotiate, accept or reject it) and make a recommendation to the Company Board, and to retain its own independent legal and financial advisors to review and engage on Apax’s proposal. Apax further stated that (1) they would not move forward with a potential transaction with the Company unless the proposal were recommended to the Company Board by that Special Committee, (2) the proposal was not conditioned, nor would they agree to a transaction conditioned, on the approval of a majority of the shares of Company Common Stock not owned by Apax and its affiliates and (3) they were only interested in acquiring the remaining shares they did not currently own, and accordingly they had no interest in a disposition of their shares or an alternative change of control transaction and, as a shareholder of the Company, would not vote in favor of any such alternative transaction.

On March 26, 2024, the Company Board met to discuss a response to the Apax offer, during which meeting in executive session the Company Board also discussed potential CEO candidates. The Company Board approved resolutions creating a Special Committee of the Company Board with full authority of the Company Board with respect to matters relating to, or arising from, any such transaction with Apax or any other strategic transaction outside the ordinary course of business, including, without limitation, authority (1) to retain counsel, financial advisors and such

other advisors as the Special Committee deems appropriate, with all fees, costs and expenses of such advisors and any other costs and expenses incurred by the Special Committee in performing its functions being the obligation of, and paid by, the Company (provided that, in furtherance of its duties, the Special Committee shall also have available to it the Company’s officers and advisors, in order to take advantage of their industry expertise and knowledge of the Company); (2) to consider, evaluate, and examine, to the extent the Special Committee deems necessary or desirable, any such transaction; (3) to establish, approve, modify, monitor, and direct the process and procedures related to the negotiation, review, and evaluation of any such transaction, including, without limitation, the authority to determine not to proceed with any such process, procedures, negotiation, review, or evaluation; (4) to respond to any communications, inquiries, or proposals regarding any such transaction; (5) to review, evaluate, and negotiate with Apax or any third party, if the Special Committee deems it necessary or desirable, the terms and conditions of any such transaction; (6) to determine whether any such transaction is fair to, and in the best interest of, the Company and its stockholders (or any subset of the stockholders of the Company that the Special Committee determines to be appropriate) and to report its recommendation to the Company Board; (7) to effectuate or recommend to the Company Board the effectuation of any such transaction; (8) to assist in the preparation and filing of any documents as may be required with respect to matters relating to, or arising from, any such transaction; (9) to enter into, on behalf of the Company, any documents and instruments in connection with the exploration and consideration of the foregoing, such as, without limitation, confidentiality and standstill agreements, engagement and fee letters, and other related documentation, all on terms as the Special Committee deems appropriate; (10) to review, evaluate, and negotiate, if the Special Committee deems it necessary or desirable, the terms of compensation and severance arrangements for executive officers and directors of the Company in connection with any such transaction; and (11) to take all other action that is, in the opinion of the Special Committee, necessary or desirable in connection with the foregoing. The Company Board appointed to that Special Committee each of the directors independent of Apax and disinterested in the proposed transaction who consented to serve, and accordingly the Special Committee was comprised of Mss. Chwick and Taylor and Messrs. Brennan and Parrett. The Company Board designated Mr. Parrett as chair of the Special Committee (“Chair”).

On March 28, 2024, the Special Committee met by videoconference. The Special Committee agreed that Mr. Parrett would act as Chair of the Special Committee, as designated by the Company Board, and agreed to continue retaining Kramer Levin and Potter Anderson as its legal counsel and Lazard as its financial advisor, subject to re-confirmation by each that they continued to be independent of Apax for such purpose. Representatives of Kramer Levin and Potter Anderson, in attendance at the meeting, then reviewed with the Special Committee certain legal matters, including the fiduciary duties applicable to its members in this context. Each Special Committee member re-confirmed that they were both independent of Apax and disinterested in the proposed transaction, consistent with the Company Board’s determination to that effect. Representatives of Lazard joined the meeting and described, among other things, some of the additional information they would need to review in order to analyze the value of the Company.

Also on March 28, 2024, Lazard provided the Special Committee with written disclosures regarding its relationships with the Company and Parent, which were not deemed to indicate any conflict of interest.

On March 31, 2024, the Special Committee met by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. The Chair reported on his recent discussion with Erin Cummins, the Company’s Chief Financial Officer, concerning the Company’s anticipated financial performance in first quarter 2024 and for the balance of the 2024 fiscal year. The Special Committee discussed the timing of the Company’s reporting of its financial results for first quarter 2024, and the effects that its report could have on the proposed transaction with Apax.

On April 8, 2024, the Special Committee met by videoconference, with representatives of Kramer Levin also attending. The Chair reported to the Special Committee on his most recent conversations with Ms. Cummins, noting that Ms. Cummins was collecting information for Lazard to review concerning the financial performance and prospects of the Company at the Special Committee’s request. He also reviewed the prior Company Board discussions regarding potential CEO succession, and the Special Committee members discussed the possible effect of such succession on the potential transaction with Apax. Among other things, certain Special Committee members expressed the view that a new CEO could enhance the value of the Company. The Special Committee discussed the key terms of the respective engagement letters for each of Kramer Levin, Potter Anderson and Lazard, and the Special Committee determined that each of them had re-confirmed that it was independent of Apax for purposes of the potential transaction. After the foregoing discussions, the Special Committee unanimously approved the retention of Kramer Levin and Potter Anderson as counsel, and Lazard as financial advisors, and authorized the Chair to enter into the appropriate engagement letters with each of those firms.

Over the next several days, the Special Committee requested and received from the Company a variety of information regarding the Company’s anticipated financial performance in second quarter 2024 and for the balance of the 2024 fiscal year, as well as 2025. At the Special Committee’s request, Ms. Cummins also spoke with representatives of Lazard and provided materials concerning the financial performance and prospects of the Company. Representatives of Lazard gathered and analyzed a range of information regarding the Company, and completed several conversations with Ms. Cummins.

On April 18, 2024, the Company management provided Lazard with a draft of the April Forecasts (as defined in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•]).

On April 26, 2024, at a meeting held by videoconference with representatives of Kramer Levin and Lazard attending, representatives of Lazard presented to the Special Committee the April Forecasts and Lazard’s preliminary valuation analysis of the Company based on management’s April Forecasts, which the Special Committee members accepted as the basis for Lazard’s valuation analysis. Lazard outlined Lazard’s different valuation methods, including its comparable companies, comparable transactions and discounted cash flow (“DCF”) analyses. In contrast to the comparable companies and comparable transactions analyses, which would be more reflective of the Company’s past and near-term future performance, the DCF analysis would focus more on the Company’s long-term future performance. Lazard also reviewed with the Special Committee Apax’s offer. Lazard also noted that as in the case of Apax’s prior offer in 2023, Apax was not interested in selling its Company shares, would not support an alternative strategic transaction and would not condition the completion of a transaction with Apax on a majority vote of the stockholders who are unaffiliated with Apax.

On April 28, 2024, at a meeting of the non-executive directors of the Company Board held by videoconference, such directors identified Mr. Sutcliff as a strong CEO candidate and started discussions with him.

On May 1, 2024, at a meeting of the Company Board held by videoconference, during executive session, the Company Board agreed to replace Mr. Guo as CEO with Mr. Sutcliff.

On May 7, 2024, the Company publicly announced its earnings for first quarter 2024, reporting revenue of $249 million (above the high end of the guidance range, which was $246 million) and adjusted EBITDA margins of 2.7% (below the low end of the guidance range, which was 3.0%). The Company also revised upwards its fiscal year 2024 revenue guidance, reaffirmed its fiscal year 2024 adjusted EBITDA margin guidance and announced the stepping down of its former CEO and the appointment of its new CEO. Following that announcement, the trading price of the Company’s stock increased by 20% to close at $3.02 per share.

On May 8, 2024, the Special Committee met by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. The Special Committee received an update from representatives of Lazard regarding its preliminary valuation analysis. The Special Committee discussed the Apax offer in light of that valuation analysis and other considerations, and potential responses to Apax.

Thereafter, as directed by the Special Committee, the Chair informed representatives of Apax that Apax’s March 22 offer of $4.00 per share would not provide enough value to the Company’s stockholders and that the Special Committee would not move forward with a potential transaction at that price.

The Special Committee met by videoconference on May 13, 2024, with representatives of Kramer Levin, Potter Anderson and Lazard attending. Lazard provided a review of the financial results of the Company’s peer companies in first quarter 2024, an update on the Company’s stock price performance, and an updated valuation analysis based on the April Forecasts. After discussion, the Special Committee authorized Lazard to convey to Goldman Sachs a counter-proposal of $8.00 per share, which Lazard did on May 14, 2024.

On May 23, 2024, Apax made a presentation to the Special Committee outlining their perspectives on the current business outlook for the Company and associated challenges. On the same date, Apax delivered to the Special Committee an improved proposal of $4.50 per share, which represented a 52% premium to the Company’s closing trading price of $2.97 on May 22, 2024 and a 56% premium to the Company’s one-month volume-weighted average price of $2.88 as of May 22, 2024.

On May 30, 2024, the Special Committee met by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. Representatives of Lazard presented to the Special Committee a comparison of the April Forecasts and the Company’s recent performance against its industry peers, securities analyst consensus

estimates and the Company’s own historical performance, as well as the Company’s stock price performance and a review of the financial results of the Company’s industry peers in first quarter 2024. The Special Committee discussed the Company’s expected performance in second quarter 2024 and, in light of that, the Company’s expected performance in third quarter 2024 and fourth quarter 2024. The Special Committee also discussed Apax’s most recent, increased offer and potential responses. Following those discussions, the Special Committee determined to reject Apax’s proposal of $4.50 per share as inadequate, and authorized Lazard to convey a counter-proposal of $7.25 per share to Apax’s representatives.

At the June 4, 2024 meeting of the Company Board, Ms. Cummins reported on the Company’s results for the month of April. Ms. Cummins stated that the Company remained on track to meet the low end of the revenue guidance. However, Ms. Cummins explained that revenue was below planned revenue, which put pressure on EBITDA margin. The CEO reported that the Company was targeting the low end of the adjusted EBITDA guidance and taking actions to further reduce costs to improve adjusted EBITDA.

On June 5, 2024, as authorized by of the Special Committee, Lazard told Goldman Sachs that Apax’s most recent offer of $4.50 per share was rejected as inadequate, and conveyed to Goldman Sachs a counter-offer of $7.25 per share. On the same date, representatives of Apax responded to the Chair and rejected that counter-offer.

On June 6, 2024, the Company’s management provided to Lazard drafts of two forecast sensitivity analyses, reflecting delayed macroeconomic recovery scenarios commencing in either second half 2025 or first half 2026.

On June 10, 2024, the Special Committee held a meeting by videoconference with representatives of Kramer Levin, Potter Anderson and Lazard attending. The Chair reported that a representative of Lazard had spoken to Ms. Cummins and referred to the Company Board meeting on June 4, 2024 where the Company’s performance was discussed. The Chair observed that, based on those discussions, in the best case, the Company would meet the low end of its earnings guidance for the 2024 fiscal year. He added that management was uncertain whether the macroeconomic recovery would occur in second half 2025 or first half 2026. Representatives of Lazard reviewed with the Special Committee (1) the two forecast sensitivity analyses provided by the Company’s management and how these compared with the April Forecasts and (2) the evolution of the inputs and assumptions used in Lazard’s discounted cash flow analysis. The Special Committee also discussed the potential effect of a failure by the Company to meet its earnings guidance on the Company’s credit rating and the ability of the Company to refinance certain of its credit facilities.

By mid-June 2024, based on the Company’s then-current financial performance, the Company expected it would miss its earnings guidance for second quarter 2024. At that time, the Company also expected that second quarter 2024 adjusted EBITDA would miss the implied midpoint of the Company’s guidance to the public markets by more than 60%. Accordingly, the Company’s management revisited the implications of those expected second quarter 2024 results on management’s long-term projections for the Company’s financial performance and prepared an updated set of projections.

On June 17, 2024, the Company provided a draft of the June Forecasts (as defined in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•]) to Lazard, which took into account additional 2024 performance by the Company and its impact on future periods.

The Special Committee met by videoconference on June 18, 2024, with representatives of Kramer Levin and Lazard attending. Representatives of Lazard reviewed with the Special Committee the June Forecasts, which represented management’s most current estimates, and how these compared with the April Forecasts, which no longer reflected management’s most current views, noting, among other things, that the June Forecasts anticipated that the macroeconomic recovery would take place in first half 2026, rather than in 2025, as anticipated in the April Forecasts. It was noted that although management was now projecting less growth for the Company in 2024 and 2025, management still forecast a growth rate of 20 percent in 2027, which could be difficult to achieve. After discussion, the Special Committee members approved using the June Forecasts as the basis for Lazard’s valuation analysis and directed Lazard to conduct an updated valuation analysis based on those projections.

On June 19, 2024, at a meeting of the Special Committee by videoconference, with Kramer Levin and Potter Anderson attending, Lazard presented an updated preliminary valuation analysis reflecting the June Forecasts. The Special Committee then further considered Apax’s current offer of $4.50 per share and discussed that offer with its advisors.

Later on June 19, 2024, representatives of Apax called the Chair to convey that Apax still believed that the proposed transaction was in the best interests of the stockholders who are unaffiliated with Apax, and Apax was still working on the proposed transaction, but in light of the Company’s expected financial performance for second quarter 2024, Apax needed more information regarding the Company’s prospects which it was in the process of obtaining, and that Apax would need two weeks to obtain and analyze that information and to respond to the Special Committee.

On June 20, 2024, the Special Committee met by videoconference, with Kramer Levin, Potter Anderson and Lazard attending. Based on input from the Company’s management, the Special Committee discussed the expectation that the Company would materially miss its second quarter 2024 earnings guidance, the timing of the second quarter 2024 earnings release and the expected share price drop if no transaction with Apax were announced by then. Thereafter, at the Special Committee’s direction, Lazard held a discussion with Goldman Sachs. During the discussion, Lazard informed Goldman Sachs that the Special Committee was not prepared to delay negotiations for as long as two weeks or to enter into a transaction at Apax’s prior offer of $4.50 per share, and Goldman Sachs informed Lazard of an upcoming revised proposal from Apax in light of the Company’s expected material miss of second quarter 2024 earnings guidance.

On July 1, 2024, representatives of Apax called the Chair to convey that, although it did not believe that a price higher than $4.00 per share was warranted in light of the Company’s second quarter 2024 earnings miss, it was prepared to make a revised offer of $4.25 per share. The Chair responded that $4.25 was inadequate based on the most recent projections provided by the Company management, as to which the Company’s new CEO had taken no exception. Representatives of Apax responded that Apax was unlikely to increase its offer above $4.25 per share.

The Special Committee then met by videoconference on July 1, 2024, with Kramer Levin, Potter Anderson and Lazard attending, and discussed those developments. Lazard presented an updated preliminary valuation analysis and reviewed Apax’s July 1 proposal. Following discussion, the Special Committee instructed Lazard to deliver a counter-proposal of $5.50 per share.

Later on July 1, 2024, Lazard spoke to Goldman Sachs to convey a proposed transaction price of $5.50 per share. Goldman Sachs indicated to Lazard that Apax would not increase its price of $4.25 per share, which had been Apax’s best and final offer. Following the discussion between Lazard and Goldman Sachs, the Chair then called representatives of Apax and reiterated that the Special Committee believed the offer of $4.25 per share did not provide adequate value to the Company’s stockholders that are unaffiliated with Apax.

The Special Committee met by videoconference on July 2, 2024, with representatives of Kramer Levin, Potter Anderson and Lazard attending. Following extensive discussion, the Special Committee authorized Lazard to propose to Goldman Sachs a transaction price of $4.25 per share in cash, plus a “contingent value right” (“CVR”), which would provide stockholders unaffiliated with Apax with an additional $1.50 per share if the Company were to achieve to-be-agreed-upon minimum performance levels in the period following a transaction. On the same date, Lazard conveyed that proposal to Goldman Sachs.

On July 3, 2024, Goldman Sachs conveyed to Lazard Apax’s rejection of the Company’s July 2 proposal and that Apax would not engage in any discussion over the terms of a CVR, but was willing to take certain steps to expedite the transaction timeline and agree to improved non-economic transaction terms to reduce closing risks.

On July 4, 2024, the Chair spoke to representatives of Apax and asked Apax to confirm whether Apax would increase its offer above $4.25 per share. The Apax representatives reiterated Apax’s belief that $4.25 per share represented adequate value to the Company’s stockholders that are unaffiliated with Apax and that Apax would not increase the price further.

On July 5, 2024, the Special Committee met by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. The Special Committee reviewed a number of factors that could raise concerns about the Company’s future prospects and could be relevant to the Special Committee’s consideration of the current Apax offer. These factors included, among other things: (1) the continued macroeconomic headwinds facing the Company, (2) the Company’s consistent downward revisions of earnings guidance below analyst consensus estimates, (3) the significant uncertainty as to whether the Company could meet its earnings guidance for the full-year 2024 (which the Company’s management had not adjusted despite recent earnings misses), (4) the likely stock price drop after the second quarter 2024 earnings announcement, if no transaction with Apax were agreed to, (5) the scheduled maturity of certain of the Company’s credit facilities in March 2026, the potential challenges for the Company to renew such credit

facilities or access additional debt financing on favorable terms in light of the recent downgrade of the Company’s credit rating, and the possibility that the Company’s financial statements could be subject to a going concern qualification if such credit facilities had not been renewed or replaced by March 2025, (6) the uncertainty surrounding the outlook of the Company’s operations in China, (7) the uncertainty around the Company’s ability to execute its reorganization, and (8) the questions of leadership depth that some perceived in the Company’s management team.

Lazard then provided an update on its most recent discussions with Goldman Sachs. Lazard reported that Apax declined to engage in discussing a CVR, but that Apax would be willing to take steps to expedite the transaction and to reduce the closing risk. For example, Apax would agree to finance the acquisition solely with equity financing from the Apax Funds, thereby eliminating debt financing risk. Apax expressed a desire to sign the proposed merger agreement by July 29, 2024, before the Company’s announcement of its earnings for second quarter 2024, and Apax would expect the Company to announce those earnings at the same time it announced the transaction.

The Special Committee also weighed other potential benefits and risks of the current offer from Apax, including the Special Committee’s belief that the Company’s new CEO could create value for the Company in the future, as well as Apax’s other positions, including that it would not (1) sell its Company shares, (2) support an alternative strategic transaction or (3) condition the completion of a transaction with Apax on a majority vote of the stockholders who are unaffiliated with Apax.

Representatives of Kramer Levin and Potter Anderson then outlined the legal duties of the Special Committee members in considering whether to recommend the proposed transaction.

After discussion in executive session, the Special Committee unanimously approved moving forward with the proposed transaction at $4.25 per share, subject to the negotiation and execution of a definitive agreement and to the Special Committee’s receipt of a customary fairness opinion at the time the Special Committee approved a definitive agreement. At the instruction of the Special Committee, Lazard communicated to Goldman Sachs the Committee’s willingness to move forward at $4.25 per share on that basis.

Later on July 5, 2024, Lazard received certain due diligence requests from Goldman Sachs, and began coordinating responses, including assisting in creating a data room and scheduling meetings with Company personnel, which continued over the following days.

Having approved moving forward with the proposed transaction at $4.25 per share, subject to the negotiation and execution of definitive transaction documents, the Special Committee advised Apax, through their respective counsel, that it did not object to Apax commencing discussions with a limited number of members of the Company’s senior management regarding the possible “rollover” of their existing shares of Company Common Stock into a direct or indirect equity interest in the Company following the consummation of a transaction.

On July 8, 2024, representatives of Kramer Levin, Kirkland & Ellis, legal counsel to Apax, and the Company’s legal department discussed plans for legal due diligence and other workstreams, and the negotiation of the proposed Merger Agreement and other transaction documents, and representatives of Kramer Levin, Paul Hastings LLP, legal counsel retained by the Company (“Paul Hastings”), and the Company’s legal department spoke about those and related matters. Later in the day, representatives of Kirkland & Ellis sent representatives of Kramer Levin and Paul Hastings a draft of the Merger Agreement.

Over the next several weeks, advisors of Apax conducted due diligence on the Company. In parallel, representatives of Kramer Levin and Potter Anderson, as well as Paul Hastings, engaged in discussions and negotiations with Kirkland & Ellis regarding the proposed Merger Agreement and other transaction documents, including exchanging several successive drafts of such documents. The Special Committee was updated from time to time regarding the progress of those discussions and negotiations.

On July 19, 2024, the Company’s management provided Lazard with a draft of the July Forecasts (as defined in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•]), which had been prepared primarily for the purpose of updating third quarter 2024 and fourth quarter 2024 forecasts to reflect management’s latest reorganization proposal.

On July 23, 2024, the Special Committee met by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. It was noted that management’s forecasts had recently been updated, primarily to reflect management’s latest reorganization proposal, and that those updated forecasts represented management’s

most current estimates, which the Special Committee agreed should be the basis for Lazard’s further financial analysis. Representatives of Lazard presented its updated preliminary financial analysis based on the July Forecasts to the Special Committee and discussed valuation of the Company with the Special Committee. In response to the Special Committee’s question on whether Lazard would be prepared to deliver its fairness opinion at the current proposed transaction price, Lazard indicated to the Special Committee that, if requested, Lazard was unlikely to be prepared to deliver a fairness opinion at that time at a price of $4.25 per share. Following discussion, the Special Committee determined to request that Apax improve its $4.25 per share offer.

Later on July 23, 2024, the Chair told representatives of Apax that the Special Committee would be unlikely at that time to approve the transaction and suggested that Apax increase the price by $0.25 to $4.50 per share. Representatives of Apax indicated that Apax was not prepared to increase their offer since there was no change in the Company’s business to justify a higher price and the Company’s latest projections actually showed a material miss to year-end profit guidance and material cash consumption in both first quarter 2024 and second quarter 2024. Following the foregoing discussion, the parties’ respective legal advisors continued work on the definitive transaction documents.

On July 31, 2024, on behalf of the Special Committee, the Chair instructed Lazard to conduct an updated financial analysis, again based on the July Forecasts.

On August 1, 2024, the Special Committee held a meeting by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. Lazard presented to the Special Committee its preliminary financial analysis based on the July Forecasts. Following discussion, the Special Committee authorized the Chair to inform Apax that as previously discussed with Apax, a price of $4.25 per share was no longer adequate.

On August 3, 2024, the Chair further discussed an increase in the transaction price with representatives of Apax. Following discussion, representatives of Apax agreed to request an authorization for an increased offer in the range of $4.35 to $4.40.

Later on August 3, 2024, at a meeting of the Special Committee by telephone conference with a representative of Kramer Levin attending, the Chair provided the Special Committee with an update regarding those communications with Apax’s representatives. The Special Committee also discussed at length certain challenges facing the Company, including a potential going-concern issue if the Company were unable to refinance certain of its credit facilities by March 2025. The Special Committee members discussed their views regarding the potential for the Company, under its new CEO, to improve its performance, the time that might be required in order to achieve that improvement, and the potential strategic transaction with Apax. The Special Committee members also discussed the Company’s prospects on a standalone basis.

Late in the afternoon of August 3, 2024, representatives of Apax called the Chair to convey an increased offer of $4.40 per share, which was characterized as being Apax’s “best and final” offer in order to get to a signed deal, conditioned on the parties signing and announcing a definitive transaction agreement at that price by no later than August 6, 2024.

On the morning of August 4, 2024, the Special Committee held a meeting by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. The Special Committee discussed the latest proposal from Apax and the preceding negotiations. Representatives of Kramer Levin summarized the status of the definitive transaction documents, the few remaining issues with respect to those documents, and the likely timeframe for completing negotiation of the definitive transaction documents.

Later on August 4, 2024, the Special Committee held a second meeting by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. Representatives of Lazard summarized its updated preliminary valuation analysis. Representatives of Kramer Levin outlined the key provisions of the definitive transaction documents, including the Merger Agreement, Equity Commitment Letter, and Stockholder Consent. They also noted that, with authorization from the Special Committee, Apax had continued to negotiate equity rollover agreements with certain senior executives of the Company, who were represented by their own legal counsel.

Later in the afternoon of August 4, 2024, the Special Committee held a third meeting by videoconference, with representatives of Kramer Levin, Potter Anderson and Lazard attending. Representatives of Kramer Levin and Potter Anderson advised the Special Committee regarding certain legal considerations and reviewed certain

factors that the Special Committee had discussed in the course of their deliberations which were relevant to its determination. The Lazard representatives then orally rendered Lazard’s opinion, which was subsequently confirmed by delivery of its written opinion dated August 4, 2024, that, as of such date, based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the Per Share Price to be paid to holders of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Holders) was fair, from a financial point of view, to such holders of Company Common Stock. For a more detailed discussion of Lazard’s opinion, see the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•]. After further discussion based on the matters reviewed and discussed at the meeting and prior meetings of the Special Committee, the Special Committee unanimously resolved (1) to determine that the Merger Agreement and the Transactions, upon the terms and conditions set forth in the Merger Agreement and in accordance with the DGCL, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (2) to recommend to the Company Board that the Company Board (a) approve and declare advisable the Merger Agreement and the Transactions, including the Merger and (b) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair and in the best interests of the Company and the Unaffiliated Stockholders, and (3) to recommend that, subject to the Company Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Following the meeting of the Special Committee, the Company Board met by videoconference with representatives of Paul Hastings and Kramer Levin. Among other things, the members of the Special Committee reviewed for the other members of the Company Board the process that the Special Committee had undertaken with respect to the Merger Agreement and the Transactions and certain factors that the Special Committee considered in reaching its conclusion. Having considered the factors described in the Section entitled “The Special Factors — Recommendation of the Company Board; Reasons for the Merger” beginning on page [•], the Company Board resolved (1) to determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders, (2) to approve and declare advisable the Merger Agreement and the Transactions, including the Merger, (3) to approve and declare advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein, (4) to direct that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting, and (5) to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Following conclusion of the meetings of the Special Committee and the Company Board, the parties finalized the transaction documents and executed the Merger Agreement on August 5, 2024, and, prior to market open on August 5, 2024, issued a press release announcing the Merger.

Recommendation of the Special Committee; Reasons for the Merger

On August 4, 2024, the Special Committee, acting with the advice and assistance of its own independent legal counsel and financial advisor, considered and evaluated the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and unanimously determined that the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders.

The Special Committee also unanimously recommended that:

•        the Company Board (1) approve and declare advisable the Merger Agreement and the Transactions, including the Merger, and (2) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders; and

•        subject to Company Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

For purposes of the Merger Agreement and the references in this Information Statement:

•        “Unaffiliated Stockholders” means all stockholders of the Company other than (1) the Significant Company Stockholder; (2) Apax, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates with respect to which such affiliates have the right to vote or direct the voting of the Company Common Stock held by such portfolio companies and those members of the Company Board who are employees of Apax or one of its investment fund affiliates; and (3) any stockholder of the Company that is a party to a written agreement requiring all or a portion of its shares of Company Common Stock to be transferred, contributed or delivered to Parent or any of its affiliates in exchange for equity interests in Parent or any of its affiliates.

In the course of reaching the determination described above, the Special Committee considered, in consultation with its own independent legal counsel and financial advisor, the following material factors that weighed in favor of the Merger, which are not intended to be exhaustive and are not presented in any relative order of importance:

•        the Company’s current and near-term cash flows;

•        the Special Committee’s assessment of the Company’s operational strengths and weaknesses;

•        the Special Committee’s assessment of the strengths and weaknesses of the Company’s management;

•        the Special Committee’s understanding of the Company’s industry, business, operations, financial condition, earnings, strategy and prospects (including the risks involved in achieving such prospects), including, without limitation, the Company’s competitive position within the industry and issues the Company has had in competing successfully with its IT Services Peers (as defined in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•]) and other industry competitors, as well as the Company’s historical and projected financial performance;

•        the Company’s future prospects and the risks associated with remaining a publicly traded company if the Company did not enter into the Merger Agreement, including the competitive landscape, the continuing downturn in the Company’s macroeconomic environment, which has caused a decline in client demand for digital IT services, the lack of consensus among analysts of the digital IT services industry as to when such macroeconomic conditions are likely to improve and when client demand is likely to increase, the continuing uncertainty and volatility in the equity markets, the potential challenges of renewing or replacing certain of the Company’s credit facilities, and the possibility that the Company’s financial statements could be subject to a going concern qualification if that has not occurred by March 2025, the financial and execution risks relating to the Company’s business plan, uncertainties with respect to the Company’s relationships with customers and suppliers, the Company’s near- and long-term challenges of achieving and accomplishing management’s plans and goals as a public company, the challenges in retaining senior management as a public company, that the Company would continue to be controlled by the Significant Company Stockholder, and the potential impact of those factors on the Company’s results of operations and trading price of the Company Common Stock (which cannot be quantified numerically);

•        the Special Committee’s understanding that the Company was negatively and disproportionately affected by macroeconomic and market conditions when compared to its IT Services Peers and other industry competitors, which put the Company at a competitive disadvantage;

•        the difficulties that Company management has faced in attempting to prepare accurate forecasts of the future financial performance of the Company, which has caused the Company to be unable to meet certain earnings guidance the Company has provided to the securities markets;

•        the view of the Special Committee that the most recent forecasts which Company management prepared with respect to the future performance of the Company projected a level of future growth for the Company that the Company has not regularly achieved in recent years, and that there is risk that the Company may not be able to achieve the growth levels which Company management has projected;

•        the fact that the Company failed to meet its earnings guidance for the second quarter ended June 30, 2024, which, when publicly announced as regularly scheduled, could be expected to cause a decline in the trading price of the Company Common Stock;

•        the current and historical trading prices of the Company Common Stock, including the fact that the Per Share Price of $4.40 represented a 30% premium to the closing price of the Company Common Stock on August 2, 2024, the last full trading day prior to the Special Committee meeting to discuss the Transactions;

•        the Special Committee’s belief that the Per Share Price compares favorably to the potential value of the Company and the Company Common Stock if the Company were to remain as a publicly traded company after taking into consideration the risks and uncertainties of remaining public and the risk that the trading price of the Company Common Stock would not, in the foreseeable future, reflect a net present value greater than the Per Share Price of $4.40, particularly given the trading multiple of the Company Common Stock and the limited trading volume of the Company Common Stock;

•        that the Special Committee was able to negotiate an increase in the per share consideration of $0.40, or 10%, from the per share consideration offered in Apax’s March 22, 2024 offer letter;

•        the fact that Apax had indicated an unwillingness to provide any additional consideration for the Transactions beyond the Per Share Price of $4.40, and the Special Committee’s belief that (1) the Per Share Price was the highest price that could reasonably be obtained from Apax, and (2) the terms set forth in the Merger Agreement were the most favorable terms for the Company that Apax would be willing to agree to;

•        Apax’s position, stated in its March 22, 2024 offer letter and reconfirmed thereafter, that it was only interested in acquiring the shares of the Company that Apax did not currently own, and accordingly had no interest in a disposition or sale of its holdings in the Company or participating in an alternative change of control transaction, and would not vote in favor of any alternative sale, merger or similar transaction involving the Company;

•        Apax’s position, stated in its March 22, 2024 letter and reconfirmed thereafter, that it would not agree to a transaction conditioned on the approval of a majority of the shares of Company Common Stock not owned by Apax and its affiliates;

•        the likelihood that the Merger would be completed, based on, among other things, the limited number and nature of the conditions to the completion of the Merger, including the fact that there is no financing condition;

•        the fact that the Company would have the right to seek specific performance to cause the parties to the Equity Commitment Letter to fund their commitments under the Equity Commitment Letter; and

•        the opinion of Lazard rendered to the Special Committee on August 4, 2024, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date, based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the Per Share Price to be paid to holders of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Holders) was fair, from a financial point of view, to such holders of Company Common Stock, as more fully described below in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•].

The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger to the Unaffiliated Stockholders. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

•        the authority granted to the Special Committee by the Company Board to evaluate the potential transaction involving Apax and its affiliates and if the Special Committee deemed it appropriate, consider alternative transactions with third parties, or to determine not to pursue the proposed transaction involving Apax and its affiliates, and the fact that in Apax’s initial proposal on March 22, 2024, Apax stated it would not move forward with the proposed transaction unless it is recommended to the Company Board by the Special Committee;

•        that the Special Committee consists solely of directors not affiliated or associated with Apax who are able to evaluate and negotiate a potential transaction between the Company and Apax on behalf of the Unaffiliated Stockholders;

•        that, following receipt of Apax’s March 22, 2024 proposal and prior to the announcement of the Transactions, the Special Committee held twenty formal meetings to discuss and evaluate a potential transaction involving Apax and its affiliates, and each member of the Special Committee was actively engaged in the process;

•        that, as authorized and directed by the Company Board, the Special Committee retained and received the advice of (1) Lazard as its own independent financial advisor and (2) Kramer Levin and Potter Anderson as its own independent legal advisors;

•        that the financial and other terms and conditions of the proposed transaction were the product of extensive and robust negotiations that took place over the course of several months between the Special Committee, with the assistance of its own financial and legal advisors, on the one hand, and Apax and its representatives, on the other hand;

•        that the compensation provided to the members of the Special Committee in respect of their services was not contingent on the Special Committee approving the Merger Agreement or taking the other actions described in this Information Statement; and

•        that under the DGCL, the Unaffiliated Stockholders have the right to demand appraisal of their shares of Company Common Stock, as discussed in the section entitled “Appraisal Rights” beginning on page [•].

In the course of reaching the determination described above, the Special Committee also considered and balanced, in consultation with its own independent legal and financial advisors, the factors that weighed in favor of the Merger against a variety of potentially negative factors, uncertainties and risks in its deliberations concerning the Merger Agreement and the Merger, including, among others:

•        that the closing of the Merger is not conditioned upon the receipt of the affirmative vote of a majority of the stockholders of the Company other than the Significant Company Stockholder to adopt the Merger Agreement;

•        that the Merger Agreement precludes the Company from (1) actively soliciting Acquisition Proposals and (2) participating or engaging in discussion or negotiations and furnishing non-public information with respect to an unsolicited bona fide Acquisition Proposal that was reasonably likely to lead to a Superior Proposal, and the Company Board or the Special Committee from (x) withholding, withdrawing, amending, qualifying or modifying, or publicly proposing to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation, in each case, in a manner adverse to Parent, or (y) effecting a Company Board Recommendation Change, in each case after delivery by the Significant Company Stockholder of the Stockholder Consent, which occurred on August 5, 2024, following the execution and delivery of the Merger Agreement;

•        that the stockholders of the Company other than the Significant Company Stockholder and the Rollover Stockholders with respect to the Rollover Shares will have no ongoing equity participation in the Company following the Merger and that those stockholders will cease to participate in the Company’s future earnings or growth, if any, and will not benefit from increases, if any, in the value of the common stock of the Surviving Corporation, including, among other things, any improvement in the Company’s business resulting from the recent hiring of the new CEO of the Company;

•        the risk that Parent would be acquiring the Company at the Per Share Price during a downturn in the Company’s business cycle despite a potentially favorable business plan, capable employee base and new leadership for its management team;

•        the possibility that, at some future time, Parent could sell some or all of the Company or its securities, businesses or assets to one or more purchasers at a valuation higher than the valuation implied by the Per Share Price, and that the Unaffiliated Stockholders would not be able to participate in or benefit from such a sale;

•        that the Significant Company Stockholder’s ownership of approximately 61.2% of the Company may limit the likelihood of an alternative offer;

•        the risk that, while the Merger is expected to be completed, there can be no guarantee that all conditions to the parties’ obligations to complete the Merger will be satisfied, and as a result, it is possible that the Merger may not be completed;

•        the risks and costs to the Company during the period between the execution of the Merger Agreement and the closing of the Merger or the termination of the Merger Agreement, including the potential effect of the diversion of management and employee attention from the Company’s business, the substantial expenses which the Company will have incurred and the potential adverse effect on the relationship of the Company and its subsidiaries with their respective employees, agents, customers and other business contacts;

•        the risk of litigation arising from stockholders in respect of the Merger Agreement or the Transactions; and

•        that certain of the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders, as described in the section entitled “The Special Factors — Interests of Our Directors and Executive Officers in the Merger” beginning on page [•].

The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but indicates the material matters considered. In reaching its determination and recommendation, the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors and individual members of the Special Committee may have considered various factors differently. The Special Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. The Special Committee based its unanimous recommendation on the totality of the information presented.

Recommendation of the Company Board; Reasons for the Merger

On August 4, 2024, the Company Board, after careful consideration and acting upon the unanimous recommendation of the Special Committee, resolved:

•        to determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders;

•        to approve and declare advisable the Merger Agreement and the Transactions, including the Merger;

•        to approve and declare advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein;

•        to direct that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting; and

•        to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

In reaching its determination, the Company Board considered a number of factors, including the following material factors that weighed in favor of the Merger, which are not intended to be exhaustive and are not presented in any relative order of importance:

•        the current and historical trading prices of the Company Common Stock, including the fact that the Per Share Price of $4.40 represented a 30% premium to closing stock price of the Company Common Stock on August 2, 2024, the last full trading day prior to the Company Board meeting to discuss the Transactions;

•        that Lazard rendered an opinion to the Special Committee on August 4, 2024, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date, based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the Per Share Price to be paid to holders of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Holders) was fair, from a financial point of view, to such holders of Company Common Stock, as more fully described below in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•].

•        the Special Committee’s unanimous (1) determination that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (2) recommendation that the Company Board (a) approve and declare advisable the Merger Agreement and the Transactions, including the Merger, and (b) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, and (3) recommendation that, subject to Company Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL;

•        the procedural fairness of the Transactions, including that the Transactions were negotiated over a period of several weeks by a Special Committee consisting of four directors who are not representatives of or affiliated with Apax, Apax Funds or the Significant Company Stockholder and are not employees of the Company or any of its subsidiaries, that could objectively and independently assess the potential transactions, and that the Special Committee was advised by its own independent legal and financial advisors;

•        the Company’s current and near-term cash flows;

•        the Company Board’s assessment of the Company’s operational strengths;

•        the Company Board’s assessment of the strengths of the Company’s management;

•        recent headwinds impacting the Company’s current and anticipated near term future performance, as reflected in the Company’s financial results for the second quarter ended June 30, 2024;

•        Apax’s position, stated in its March 22, 2024 offer letter and reconfirmed thereafter, that it was only interested in acquiring the shares of the Company that Apax did not currently own, and accordingly had no interest in a disposition or sale of its holdings in the Company or participating in an alternative change of control transaction, and would not vote in favor of any alternative sale, merger or similar transaction involving the Company; and

•        Apax’s position, stated in its March 22, 2024 letter and reconfirmed thereafter, that it would not agree to a transaction conditioned on the approval of a majority of the shares of Company Common Stock not owned by Apax and its affiliates.

The Company Board, on behalf of the Company, believes, based on the factors described in this Information Statement, that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

The above discussion of the information and factors considered by the Company Board is not intended to be exhaustive but indicates the material matters considered. In reaching its determinations and recommendations, the Company Board did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Company Board may have considered various factors differently. The Company Board did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. The Company Board based its recommendation on the totality of the information presented.

The Special Committee and the Company Board did not specifically consider the liquidation value or the net book value of the Company in the evaluation of the Merger, because of the belief that neither liquidation value nor net book value presents a meaningful valuation for the Company and its business, as (1) determining a liquidation value would be impracticable given the significant execution risk involved in any breakup of the Company, (2) the Company’s value is derived from the cash flows generated from its continuing operations rather than from the value

of assets that might be realized in a liquidation, (3) net book value is significantly influenced by historical costs and (4) net book value does not take into account the prospects of the Company, market conditions, trends in the industries in which the Company operates or the business risks inherent in those industries.

In addition, the Special Committee and the Company Board did not specifically seek to establish a pre-Merger going concern valuation of the Company, and no such value was directly considered by the Special Committee or the Company Board. Rather, the Special Committee believed that the financial analyses presented by Lazard, as more fully summarized in the section entitled “The Special Factors — Opinion and Materials of Lazard” beginning on page [•], on which the Special Committee relied in making its recommendation to the Company Board, represented potential valuations of the Company as it continues to operate its business, and to that extent, the Special Committee implicitly characterized such analyses as forms of going concern valuations. The Special Committee considered each of the analyses performed by Lazard in the full context of the fairness opinion provided by Lazard as well as various additional factors, as discussed above. The full text of Lazard’s written opinion, which is attached as Annex C, should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Lazard in preparing its opinion.

The Special Committee and the Company Board are not aware of any firm offer by any other person apart from affiliates of Apax during the prior two years for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company.

Requisite Stockholder Approval for the Merger

Under Delaware law, and the Company Certificate of Incorporation and the Company Bylaws, the adoption of the Merger Agreement by our stockholders required the Requisite Stockholder Approval. The holders of Company Common Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On August 5, 2024, following the execution and delivery of the Merger Agreement, the Significant Company Stockholder, holding shares representing approximately 61.2% of the voting power of outstanding shares of the Company Common Stock as of the record date of August 4, 2024 (i.e., based on 323,160,161 shares of Company Common Stock outstanding), delivered the Stockholder Consent, which is attached to this Information Statement as Annex B, constituting the Requisite Stockholder Approval. As a result, no further action by our stockholders is required under applicable law, the Company Certificate of Incorporation, the Company Bylaws or the Merger Agreement to adopt the Merger Agreement or approve the Merger, and we will not be (1) soliciting your vote for the adoption of the Merger Agreement or approval of the Merger or (2) calling a special meeting of our stockholders for purposes of voting on the adoption of the Merger Agreement or approval of the Merger.

When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Section 228 of the DGCL requires notice of such actions be given to those stockholders who did not consent in writing and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting. This Information Statement and the notice attached hereto constitute notice, pursuant to Section 228 of the DGCL, to the persons who have not consented in writing to the actions set forth in the Stockholder Consent and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been August 4, 2024, the record date for determining the stockholders entitled to consent to the adoption of the Merger Agreement.

Opinion and Materials of Lazard

The Special Committee retained Lazard to provide it with financial advisory services and a fairness opinion in connection with the Merger. At its August 4, 2024 meeting to consider and evaluate the Merger Agreement and the Transactions, including the Merger, the Special Committee received an oral opinion rendered by Lazard, which was subsequently confirmed in writing by delivery of Lazard’s opinion dated as of the same date, to the effect that, as of August 4, 2024, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the Per Share Price to be paid to holders of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Holders) was fair, from a financial point of view, to such holders of Company Common Stock.

The full text of Lazard’s written opinion, dated August 4, 2024, which is attached to this Information Statement as Annex C and is incorporated by reference in its entirety into this Information Statement, sets forth the assumptions, procedures, factors, qualifications and limitations on the review undertaken by Lazard in connection with its opinion. Holders of Company Common Stock are urged to read this opinion carefully and in its entirety. Lazard’s written opinion was provided for the use and benefit of the Special Committee (in its capacity as such) in connection with its evaluation of the Merger Agreement and the Transactions, including the Merger, was directed only to the fairness, from a financial point of view, to holders of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Holders) of the Per Share Price, and did not address any other aspects or implications of the Merger. Lazard’s opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act with respect to the Merger or any matter relating thereto. The summary of the opinion of Lazard set forth in this Information Statement is qualified in its entirety by reference to the full text of such opinion.

In connection with its opinion, Lazard:

•        reviewed the financial terms and conditions of a substantially final draft, dated August 4, 2024, of the Merger Agreement;

•        reviewed certain publicly available historical business and financial information relating to the Company;

•        reviewed various financial forecasts, including the forecasts dated July 19, 2024 (the “July Forecasts”), and other data provided to it by the Company relating to the business of the Company;

•        held discussions with members of the senior management of the Company with respect to the business and prospects of the Company;

•        reviewed public information with respect to certain other companies in lines of business it believed to be generally relevant in evaluating the business of the Company;

•        reviewed the financial terms of certain business combinations involving companies in lines of business it believed to be generally relevant in evaluating the business of the Company;

•        reviewed historical stock prices and trading volumes of Company Common Stock; and

•        conducted such other financial studies, analyses and investigations as it deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or concerning the solvency or fair value of the Company, and it was not furnished with any such valuation or appraisal. Management of the Company advised Lazard that the July Forecasts represent their best currently available estimates and judgments as to the future financial performance of the Company. Accordingly, at the direction of the Special Committee, Lazard utilized solely the July Forecasts (and not any other forecasts provided to Lazard) for purposes of its analyses in connection with Lazard’s opinion. With respect to the July Forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of the Special Committee, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of the Company. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they were based.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Lazard noted that volatility in the credit, commodities and financial markets may have an effect on the Company or the Merger and did not express an opinion as to the effects of such volatility on the Company or the Merger. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. Lazard did not express any opinion as to the price at which shares of Company Common Stock may trade at any time subsequent to the announcement of the Merger. In connection with Lazard’s engagement, Lazard was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction with the Company.

In addition, Lazard’s opinion did not address the relative merits of the Merger as compared to any other transaction or business strategy in which the Company might engage or the merits of the underlying decision by the Company to engage in the Merger.

In rendering its opinion, Lazard assumed, with the consent of the Special Committee, that the Merger will be consummated on the terms described in the Merger Agreement, without any waiver or modification of any terms or conditions, the effect of which would be material in any respect to its analysis or its opinion. The Special Committee advised Lazard, and Lazard assumed, that the Merger Agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of the Special Committee, that obtaining the necessary governmental, regulatory or third party approvals and consents for the Merger would not have an adverse effect on the Company or the Merger. Lazard did not express any opinion as to any tax or other consequences that might result from the Merger, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that the Company obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Per Share Price to the extent expressly specified in its opinion) of the Merger, including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or contemplated by, the Merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger, or class of such persons, relative to the Per Share Price or otherwise.

Summary of Lazard Financial Analysis

The following is a summary of the material financial analyses reviewed with the Special Committee on August 4, 2024 in connection with Lazard’s opinion, dated August 4, 2024. The summary of Lazard’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Lazard did not draw, in isolation, conclusions from or with regard to any particular factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. Considering selected portions of its analyses and reviews in the summary set forth below, without considering its analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, monetary, market and financial conditions and other matters, many of which are beyond the control of the Company. No company, business or transaction used in Lazard’s analyses and reviews as a comparison is identical to the Company or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

For purposes of the analyses and reviews described below, as applicable, unless otherwise noted, (1) present value date means June 30, 2024, (2) the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 2, 2024, and is not necessarily indicative of current market conditions, (3) Lazard relied upon other information as to the Company’s capitalization as provided by the Company and with the consent of the Special Committee and (4) the term “adjusted EBITDA” means, when referring to the Company, Adjusted EBITDA as defined in the section entitled “The Special Factors — Certain Company Financial Forecasts”.

Selected Comparable Company Multiples Analysis

Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected comparable publicly traded digital and diversified IT services peer companies (the “IT Services Peers”) whose operations Lazard believed, based on its experience with companies in the IT services industry and professional judgment, to be generally relevant in analyzing the Company’s operations for purposes of this analysis. Lazard compared such information of the IT Services Peers to the corresponding information for the Company.

The selected group of companies used in this analysis was as follows:

•        EPAM Systems, Inc.

•        Globant S.A.

•        Accenture plc

•        Capgemini SE

•        Cognizant Technology Solutions Corporation

Lazard selected the companies reviewed in this analysis because, among other things, the IT Services Peers operate businesses similar to the business of the Company. However, no IT Services Peer is identical to the Company. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the IT Services Peers that could affect the public trading values of each company also are relevant.

Lazard calculated and compared various financial multiples and ratios of each of the IT Services Peers, including, among other things, the ratio of each company’s enterprise value (“EV”), which Lazard calculated as the market capitalization of each company (based on each company’s closing share price as of August 2, 2024 and most recently publicly reported fully-diluted share count information), plus debt, certain debt-like items and non-controlling interests, and less cash, cash equivalents and certain cash-like items, short-term investments, and equity investments to each IT Services Peer’s estimated 2024 adjusted EBITDA and estimated 2025 adjusted EBITDA, respectively. The EV and adjusted EBITDA estimates for each of the IT Services Peers used by Lazard in its analysis were based on FactSet consensus estimates and other publicly available information. The following table summarizes the results of this review:

Based on the analysis of the relevant metrics for each of the IT Services Peers, as well as its professional judgment and experience, Lazard applied an EV to adjusted EBITDA multiple range of (1) 10.0x to 14.5x (“2024 EBITDA Multiples Range”) to the Company’s estimated 2024 Adjusted EBITDA of $66 million as provided to Lazard by the Company (the “Company’s Estimated 2024 Adjusted EBITDA”) and (2) 9.5x to 13.5x (“2025 EBITDA Multiples Range”) to the Company’s estimated 2025 Adjusted EBITDA of $119 million as provided to Lazard by the Company (the “Company’s Estimated 2025 Adjusted EBITDA”). Lazard then calculated a per

share equity value range using (1) an estimated net debt amount of $0.2 billion as of June 30, 2024 (pro forma for option exercise proceeds through July 10, 2024), per the Company’s management, and (2) share count information as of June 30, 2024 (pro forma for option exercises through July 10, 2024 and certain future issuances), per the Company’s management.

The analysis resulted in a range of implied values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $1.20 – $2.06 (when applying the 2024 EBITDA Multiples Range and the Company’s Estimated 2024 Adjusted EBITDA) and $2.57 – $3.90 (when applying the 2025 EBITDA Multiples Range and the Company’s Estimated 2025 Adjusted EBITDA), respectively, as compared to the Per Share Price of $4.40.

Selected Precedent Transactions Multiples Analysis

Lazard reviewed and analyzed, to the extent publicly available, financial information for selected precedent transactions involving companies in the IT services industry that it believed, based on its experience and professional judgment, to be generally relevant for purposes of this analysis. Although none of the selected precedent transactions or the companies party to such transactions is directly comparable to the Merger or to the Company, the selected precedent transactions were chosen because certain aspects of such transactions, for purposes of this analysis and based on the professional judgment and experience of Lazard, may be considered similar to the Merger. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect such transactions differently than they would affect the Merger. In performing this analysis, Lazard reviewed certain financial information and transaction multiples relating to the companies involved in such selected transactions and compared such information to the corresponding information for the Company. Specifically, Lazard reviewed 10 transactions announced over the past ten years involving companies in the IT services industry for which sufficient public information was available. The following table sets forth the selected precedent transactions reviewed:

To the extent publicly available, Lazard reviewed, among other things, the EV as a multiple of adjusted EBITDA of each of the target companies implied by the selected transactions by comparing the EV implied by the acquisition price to the relevant target company’s adjusted EBITDA during the last twelve-month period (“LTM”) prior to the announcement of such transaction or estimated adjusted EBITDA, as disclosed by the acquiror or target as of the time of announcement of the transaction. The overall low to high adjusted EBITDA multiples observed for the selected precedent transactions were 9.4x to 17.0x.

Based on an analysis of the relevant metrics for each of the transactions, as well as its professional judgment and experience, Lazard applied an EV to adjusted EBITDA multiple range of 9.5x to 17.0x to the Company’s LTM adjusted EBITDA as of June 30, 2024, as provided to Lazard by the Company, of $60 million. Lazard then calculated a per share equity value range using (1) an estimated net debt balance of $0.2 billion as of June 30, 2024 (pro forma for option exercise proceeds through July 10, 2024), per the Company’s management, and (2) share count information as of June 30, 2024 (pro forma for option exercises through July 10, 2024 and certain future issuances), per the Company’s management.

The analysis resulted in a range of implied values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $0.94 – $2.25, as compared to the Per Share Price of $4.40.

Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of the Company, which is a valuation methodology used to derive an implied value of a company by calculating the present value of its estimated future cash flows over the projection period and the terminal value of that company at the end of the projection period. “Future cash flows” refers to projected unlevered, after-tax free cash flows of a company. Lazard performed a discounted cash flow analysis of the Company by calculating the estimated present value (as of June 30, 2024) of the sum of each of:

•        the estimated future cash flows that the Company was forecasted to generate for the third and fourth quarters of calendar year 2024 and each of the calendar years 2025 through 2027 based on the July Forecasts provided by the Company and approved for Lazard’s use by the Special Committee; and

•        the estimated terminal value of the Company at the end of calendar year 2027 based on the July Forecasts provided by the Company and approved for Lazard’s use by the Special Committee.

The estimated future cash flows were derived from data provided by the Company and were calculated by Lazard as Adjusted EBITDA less restructuring charges, stock-based compensation, unlevered taxes, capital expenditures and increases in net working capital, and plus the amount by which bad debt expense exceeds projected uncollectable amounts. Bad debt expenses were included as an add-back to calculate the cash flow because the Company is required to account in its income statement a level of bad debt expense that exceeds its forecasted uncollectable amount.

The estimated terminal value of the Company was calculated by applying various exit adjusted EBITDA multiples ranging from 9.5x to 14.5x to the Company’s projected 2028 adjusted EBITDA of $288 million. The exit adjusted EBITDA multiples were selected by Lazard based on an analysis of the relevant metrics for the selected comparable companies and Lazard’s professional judgment and expertise.

The estimated future cash flows and terminal values were discounted to the present value date using discount rates ranging from 11.0% to 16.0%. Such discount rates were derived (1) using market data as of August 2, 2024 and (2) from an analysis of the weighted average cost of capital of the IT Services Peers, which Lazard performed utilizing the capital asset pricing model with inputs that Lazard determined were relevant based on publicly available data and Lazard’s professional judgment.

The analysis indicated an implied enterprise value range for the Company, from which Lazard then calculated a per share equity value range using (1) an estimated net debt balance of $0.2 billion as of June 30, 2024 (pro forma for option exercise proceeds through July 10, 2024), per the Company’s management, and (2) share count information as of June 30, 2024 (pro forma for option exercises through July 10, 2024 and certain future issuances), per the Company’s management.

The analysis resulted in a range of implied values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $4.28 – $7.85 as compared to the Per Share Price of $4.40.

Other Analyses

The analyses and data described below were presented to the Special Committee for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Consensus Analysis of Selected Comparable Company Multiples

In addition to performing the analysis described in the section entitled “The Special Factors — Opinion and Materials of Lazard — Selected Comparable Company Multiples Analysis,” Lazard applied (1) the 2024 EBITDA Multiples Range to the research analyst consensus estimates of the Company’s 2024 adjusted EBITDA of $84 million and (2) the 2025 EBITDA Multiples Range to the research analyst consensus estimates of the Company’s 2025 adjusted EBITDA of $131 million. Lazard then calculated a per share equity value range using

(1) an estimated net debt amount of $0.2 billion as of June 30, 2024 (pro forma for option exercise proceeds through July 10, 2024), per the Company’s management, and (2) share count information as of June 30, 2024 (pro forma for option exercises through July 10, 2024 and certain future issuances), per the Company’s management.

The analysis resulted in a range of implied values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $1.74 – $2.83 (when applying the 2024 EBITDA Multiples Range and the consensus estimates of the Company’s 2024 adjusted EBITDA) and $2.88 – $4.34 (when applying the 2025 EBITDA Multiples Range and the consensus estimates of the Company’s 2025 adjusted EBITDA), respectively, as compared to the Per Share Price of $4.40.

Historic Company High/Low Trading Prices

Lazard reviewed the range of trading prices of Company Common Stock for the 52 weeks ended on August 2, 2024. Lazard observed that, during such period, the closing share price of shares of Company Common Stock ranged from $2.25 per share to $7.19 per share, as compared to the Per Share Price of $4.40.

Research Analyst Price Targets

Lazard reviewed selected equity analyst price targets based on publicly available Wall Street equity research reports published as of August 2, 2024. Lazard observed that, as of such time, selected equity analyst price targets of Company Common Stock ranged from $2.50 per share to $6.00 per share, as compared to the Per Share Price of $4.40.

Minority Squeeze-Outs Premiums Paid Analysis

Lazard performed an illustrative premiums paid analysis based on the premiums paid, where applicable, in selected all cash acquisitions of U.S. target companies by a single controlling shareholder acquiror over the past eight years with consideration over $100 million. Lazard calculated the 25th percentile and 75th percentile premia by comparing, to the extent publicly available, the per share acquisition price to the relevant target entity’s closing share price on the date prior to the first announcement of the transaction, bid, or market rumors, as referenced in public filings for the respective transaction. Based on a premium range of 27% to 69% implied by the 25th and 75th percentiles of such transactions and the share price of the Company as of August 2, 2024 of $3.39, this analysis implied a range of values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $4.31 – $5.73, as compared to the Per Share Price of $4.40.

Technology and IT Services Premia Paid Analysis

Lazard performed an illustrative premiums paid analysis based on premiums paid, where applicable, in selected all cash majority acquisitions by a financial sponsor acquiror over the past five years with a total transaction value over $500 million involving targets in the technology and IT services industry. Lazard calculated the 25th percentile and 75th percentile premia by comparing, to the extent publicly available, the per share acquisition price to the relevant target entity’s closing share price on the date prior to the first announcement of the transaction or bid, as referenced in public filings for the respective transaction. Based on a premium range of 24% to 54%, this analysis implied a range of values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $4.20 – $5.22, as compared to the Per Share Price of $4.40.

Discounted Cash Flow Analysis Based on the April Forecasts and June Forecasts

Lazard performed an illustrative discounted cash flow analysis based on the April Forecasts1 and June Forecasts,2 using the same methodology employed in the aforementioned “Discounted Cash Flow Analysis”

____________

1        On April 18, 2024, the Company’s management provided Lazard with preliminary unaudited prospective financial information for the fiscal quarters ended September 30, 2024 and December 31, 2024 and fiscal years 2024 through 2028 (the “April Forecasts”).

2        On June 17, 2024, the Company’s management provided Lazard with preliminary unaudited prospective financial information for the fiscal quarters ended September 30, 2024 and December 31, 2024 and fiscal years 2024 through 2028 (the “June Forecasts”).

based on the July Forecasts. The analysis resulted in a range of implied values per share of Company Common Stock (rounded to the nearest $0.01 per share) of $5.90 – $10.59 (when applying the April Forecasts) and $4.27 – $7.82 (when applying the June Forecasts) respectively, as compared to the Per Share Price of $4.40.

Miscellaneous

In connection with Lazard’s services as financial advisor to the Special Committee, the Special Committee agreed to pay Lazard an aggregate fee for such services, equal to $15.2 million, $5.0 million of which was payable upon the rendering of Lazard’s opinion, and the remainder of which is contingent upon the closing of the Merger. The Company also agreed to reimburse Lazard, subject to certain limitations, for certain reasonable and documented out-of-pocket expenses incurred in connection with Lazard’s engagement, and to indemnify Lazard and certain related persons under certain circumstances against certain liabilities that may arise from or relate to Lazard’s engagement.

Lazard has provided investment banking services to Parent and/or certain affiliates of Parent in the last two years, including having performed (and currently performing) a fundraising assignment for an affiliate of Parent (for which it received compensation of approximately $150,000 as of August 3, 2024 and for which it expects to receive an additional $350,000 in 2024). In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of the Company, Parent and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of the Company, Parent and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the Opinion Committee of Lazard. The opinion will be made available for inspection and copying at the Company’s principal executive offices during regular business hours by any interested stockholder or representative who has been so designated in writing.

Lazard’s engagement and the opinion expressed in its fairness opinion were for the benefit of the Special Committee (in its capacity as such) and its opinion was rendered to the Special Committee in connection with its evaluation of the Merger Agreement and the Transactions, including the Merger. Lazard’s opinion was not intended to and does not constitute a recommendation, to any stockholder of the Company as to how such stockholder should vote or act with respect to the Merger or any matter relating thereto. Lazard did not recommend any specific consideration to the Special Committee or that any given consideration constituted the only appropriate consideration for the Merger. Lazard’s opinion and analyses were only one of many factors taken into consideration by the Special Committee in its evaluation of the Merger Agreement and the Transactions, including the Merger. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee with respect to the Per Share Price provided for in the Merger Agreement or as to whether the Special Committee would have been willing to determine that a different consideration was fair.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to the Special Committee of the Company because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally, including with respect to special committee mandates, and in the technology and IT services industry specifically, as well as its familiarity with the business of the Company.

Other Presentations by Lazard

In addition to the presentation made to the Special Committee on August 4, 2024, which has been filed with the SEC as an exhibit to the Schedule 13E-3 of which this Information Statement forms a part, copies of preliminary illustrative presentations presented or delivered by Lazard to the Special Committee on May 10, 2023, May 26, 2023, May 30, 2023, June 15, 2023, June 30, 2023, April 26, 2024, May 8, 2024, May 13, 2024, May 16, 2024, May 30, 2024, June 4, 2024, June 10, 2024, June 18, 2024, June 19, 2024, July 1, 2024 and August 1, 2024 containing preliminary illustrative financial analyses also are attached as exhibits to the Schedule 13E-3. A summary of these other preliminary illustrative presentations is provided below. None of these other preliminary illustrative presentations by Lazard, alone or together, constitute, or form the basis of, an opinion of Lazard with respect to

the Per Share Price, and the preliminary illustrative financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the dates of the respective presentations.

•        The May 10, 2023 materials presented to the Special Committee (the “May 10 Presentations”) contained, among other information, a review of the Company’s business, a review of the Company’s historical financial information and certain forecasts prepared by Company management that Lazard received in 2023 (the “2023 Forecasts”), an illustrative valuation analysis of the Company based on the 2023 Forecasts, together with the methodologies and assumptions underlying Lazard’s analysis, and a review of Apax’s proposal dated March 16, 2023.

•        The May 26, 2023 materials presented to the Special Committee contained, among other information, an updated valuation analysis based on the 2023 Forecasts and a review of a revised proposal from Apax dated May 23, 2023.

•        The May 30, 2023 materials presented to the Special Committee contained a sensitivity analysis to the discounted cash flow analysis based on the 2023 Forecasts.

•        The June 15, 2023 materials presented to the Special Committee contained, among other information, an updated valuation analysis based on the 2023 Forecasts and a review of a revised proposal from Apax dated June 13, 2023.

•        The June 30, 2023 materials presented to the Special Committee contained, among other information, an update of due diligence by Apax in connection with the Merger, and an update of other transaction workstreams.

•        The April 26, 2024 materials presented to the Special Committee contained, among other information, a review of the recent stock price and financial performance of the Company, a review of the Company’s historical financial performance and the April Forecasts, an updated valuation analysis based on the April Forecasts, together with the methodologies and assumptions underlying Lazard’s analysis, and a review of a revised proposal from Apax dated March 22, 2024.

•        The May 8, 2024 materials presented to the Special Committee contained, among other information, an update on the Company’s stock price performance and an updated valuation analysis based on the April Forecasts.

•        The May 13, 2024 materials presented to the Special Committee contained, among other information, a review of the financial results of IT Services Peers in the first quarter of 2024, an update on the Company’s stock price performance, and an updated valuation analysis based on the April Forecasts.

•        The May 16, 2024 materials delivered to the Special Committee contained a review of the financial results of an IT Services Peer in the first quarter of 2024.

•        The May 30, 2024 materials presented to the Special Committee contained, among other information, a comparison of the Company’s April Forecasts and recent performance against its peers, Wall Street consensus and the Company’s own historical performance, as well as stock price performance and other benchmarking.

•        The June 4, 2024 materials delivered to the Special Committee contained, among other information, an updated sensitivity analysis to the discounted cash flow analysis based on the April Forecasts.

•        The June 10, 2024 materials presented to the Special Committee contained, among other information, a review of (1) two forecast sensitivity analyses provided by the Company’s management and how these compared with the April Forecasts and (2) evolution of the inputs and assumptions used in the discounted cash flow analysis based on the April Forecasts.

•        The June 18, 2024 materials presented to the Special Committee contained a review of the June Forecasts and how these compared with the April Forecasts.

•        The June 19, 2024 materials presented to the Special Committee contained, among other information, an updated valuation analysis based on the June Forecasts and a review of a revised proposal from Apax dated May 23, 2024.

•        The July 1, 2024 materials presented to the Special Committee contained, among other information, an updated valuation analysis based on the June Forecasts and a review of a revised proposal from Apax dated July 1, 2024.

•        The August 1, 2024 materials presented to the Special Committee contained, among other information, an updated valuation analysis based on the July Forecasts and a review of the July Forecasts.

Certain Company Financial Forecasts

The Company does not generally as a matter of course publish or make public its business plans and strategies or make external disclosures about its anticipated financial position or results of operations, other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Projections as to future performance, revenues, earnings or other results, particularly for extended time periods further in the future, are inherently uncertain and unpredictable, including due to the subjectivity of the underlying assumptions and estimates. As a result, the Company does not endorse projections or other unaudited prospective financial information as a reliable indication of future results.

However, in connection with the Special Committee’s evaluation of a potential transaction, the Company’s management provided to Lazard the July Forecasts. The July Forecasts were made available to the Special Committee in connection with their consideration and evaluation of the Merger and were provided to Lazard in connection with its financial analyses and opinion.

The July Forecasts reflect numerous assumptions, including the Company’s continued standalone operation and other relevant factors relating to the Company’s strategic plan, and do not reflect any effects or expenses attributable solely with respect to the Merger, future mergers and acquisitions, or failure to consummate the Merger. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the July Forecasts prepared by Company management.

The Company is including a summary of the July Forecasts in this Information Statement in order to provide the Company’s stockholders with access to the latest projections that were made available to the Special Committee in connection with its evaluation of the Merger and provided to Lazard, and which were approved by the Special Committee for Lazard to use, in connection with its financial analyses and opinion.

The following table presents a summary of the July Forecasts:

U.S. Dollars in millions

____________

(1)     Adjusted EBITDA means net income or loss adjusted to exclude income tax expense; interest expense; other (income) expense, net, excluding a gain related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables; unrealized loss (gain) on foreign currency exchange; stock-based compensation expense; depreciation and amortization expense; acquisition costs; certain professional fees that are considered unrelated to our ongoing revenue generating operations; employer payroll related expense on employee equity incentive plan; restructuring charges; and CEO transition costs.

(2)      Adjusted Gross Profit means gross profit excluding stock-based compensation expense, employer payroll related expense on employee equity incentive plan and depreciation and amortization expense.

U.S. Dollars in millions

____________

(1)     Unlevered Free Cash Flow was calculated by Lazard as Adjusted EBITDA less restructuring charges, stock-based compensation, unlevered taxes, capital expenditures and increases in net working capital, and plus the amount by which bad debt expense exceeds projected uncollectable amounts.

Prior Iterations of the Forecasts

The June Forecasts were presented to the Special Committee on June 18, 2024. The June Forecasts were made available to the Special Committee in connection with their consideration and evaluation of the Merger and were provided to Lazard in connection with its financial analyses. The June Forecasts reflect numerous assumptions including those reflected in the July Forecasts and did not reflect any effects or expenses attributable solely with respect to the Merger, or failure to consummate the Merger.

The following table presents a summary of the June Forecasts:

U.S. Dollars in millions

____________

(1)      Adjusted EBITDA means net income or loss adjusted to exclude income tax expense; interest expense; other (income) expense, net, excluding a gain related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables; unrealized loss (gain) on foreign currency exchange; stock-based compensation expense; depreciation and amortization expense; acquisition costs; certain professional fees that are considered unrelated to our ongoing revenue generating operations; employer payroll related expense on employee equity incentive plan; restructuring charges; and CEO transition costs.

(2)      Adjusted Gross Profit means gross profit excluding stock-based compensation expense, employer payroll related expense on employee equity incentive plan and depreciation and amortization expense.

U.S. Dollars in millions

____________

(1)      Unlevered Free Cash Flow was calculated by Lazard as Adjusted EBITDA less restructuring charges, stock-based compensation, unlevered taxes, capital expenditures and increases in net working capital, and plus the amount by which bad debt expense exceeds projected uncollectable amounts.

The April Forecasts were presented to the Special Committee on April 26, 2024 (the April Forecasts together with the June Forecasts and the July Forecasts, the “Forecasts,”). The April Forecasts were made available to the Special Committee in connection with their consideration and evaluation of the Merger and were provided to Lazard in connection with its preliminary financial analyses. The April Forecasts reflect numerous assumptions including those reflected in the July Forecasts and did not reflect any effects or expenses attributable solely with respect to the Merger, or failure to consummate the Merger.

The following table presents a summary of the April Forecasts:

U.S. Dollars in millions

____________

(1)      Adjusted EBITDA means net income or loss adjusted to exclude income tax expense; interest expense; other (income) expense, net, excluding a gain related to the mark to market adjustment on shares received in relation to the sale and settlement of trade receivables; unrealized loss (gain) on foreign currency exchange; stock-based compensation expense; depreciation and amortization expense; acquisition costs; certain professional fees that are considered unrelated to our ongoing revenue generating operations; employer payroll related expense on employee equity incentive plan; restructuring charges; and CEO transition costs.

(2)      Adjusted Gross Profit means gross profit excluding stock-based compensation expense, employer payroll related expense on employee equity incentive plan and depreciation and amortization expense.

U.S. Dollars in millions

____________

(1)      Unlevered Free Cash Flow was calculated by Lazard as Adjusted EBITDA less restructuring charges, stock-based compensation, unlevered taxes, capital expenditures and increases in net working capital, and plus the amount by which bad debt expense exceeds projected uncollectable amounts.

Additional Information About the Forecasts

The inclusion of the Forecasts in this Information Statement should not be regarded as an indication that any of the Company, the Significant Company Stockholder or any of their affiliates, advisors or representatives have considered the Forecasts to be predictive of actual future events, and the Forecasts should not be relied upon as such. The Company’s internal financial forecasts upon which the Forecasts were based are subjective in many respects. The Forecasts did not take into account any changes or expenses attributable solely to the Transactions nor do they reflect any effects of the Merger or effect of the failure of the Merger to be consummated. Additionally, the Forecasts were created in a similar manner and method compared with forecasts historically created for internal use by the Company.

Although presented with numerical specificity, the Forecasts were based on numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company and the Company’s management. Important factors that may affect actual results and cause these internal financial Forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the business of the Company (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, changes in technology, general business and economic conditions, fluctuations in foreign currency exchange rates, and other risk factors referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [•] and additional factors discussed in the Company’s periodic filings with the SEC, including in its Annual Report on Form 10-K (which is incorporated by reference herein) and most recent Quarterly Report on Form 10-Q (which is incorporated by reference herein). Various assumptions underlying the Forecasts may not prove to have been, or may no longer be, accurate. The Forecasts may not be realized, and actual results may be significantly higher or lower than projected in the Forecasts.

The Forecasts summarized above do not give effect to the Merger or expenses attributable solely to the proposed Merger or reflect any effects of the Merger or the effect of the failure of the Merger to be consummated. The Forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. The Forecasts do not take into account any circumstances or events occurring after the date they were prepared. The financial projections included in this Information Statement have been prepared by the Company’s management and are subjective in many respects.

The Forecasts cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Forecasts in this Information Statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Transactions are completed) from the Forecasts. For all of these reasons, the internal financial Forecasts, and the assumptions upon which they are based, (1) are not guarantees of future results; (2) are inherently speculative; and (3) are subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these Forecasts. Accordingly, there can be no assurance that the Forecasts will be realized.

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

Adjusted EBITDA, Adjusted Gross Profit and Unlevered Free Cash Flow contained in the Forecasts are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Forecasts were relied upon by Lazard for purposes of its opinion. The non-GAAP financial measures used in the Forecasts were also relied upon by the Special Committee in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this Information Statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Lazard for purposes of its opinion, nor were they relied upon by the Special Committee in connection with its evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Forecasts to the relevant GAAP financial measures. Non-GAAP measures have limitations as analytical tools, and you should not consider these measures in isolation or as substitutes for analysis of our financial results as reported under GAAP. For example, many of the non-GAAP financial measures used herein exclude stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business and an important part of our compensation strategy.

For these reasons, as well as the basis and assumptions on which the Forecasts were compiled, the inclusion of specific portions of the Forecasts in this Information Statement should not be regarded as an indication that such Forecasts will be an accurate prediction of future events, and they should not be relied on as such. None of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Lazard) can give you any assurance that actual results will not differ from these Forecasts.

Except to the extent required by applicable federal securities laws, none of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Lazard) undertake any obligation to update or otherwise revise or reconcile the Forecasts or the specific portions presented to reflect circumstances existing after the date the Forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this Information Statement are cautioned not to place undue, if any, reliance on the specific portions of the Forecasts set forth above. None of the Company or any of its affiliates, advisors, officers, directors, partners or representatives (including Lazard) intend to make publicly available any update or other revision to these Forecasts. In addition, none of the Company, the Significant Company Stockholder or any of their affiliates, advisors, officers, directors, partners or representatives (including Lazard) have

made, make, or are authorized in the future to make, any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Forecasts or that projected results will be achieved, and any statements to the contrary should be disregarded. The Company has made no representation to Parent or the Significant Company Stockholder, in the Merger Agreement or otherwise, concerning the Forecasts.

Financing

The Merger is not subject to a financing condition. The parties estimate that the total amount of funds necessary to pay the aggregate cash consideration to the public stockholders in the Merger, inclusive of estimated fees and expenses, is up to approximately $[•] million, assuming no exercise of dissenters’ rights by stockholders of the Company. Parent expects to obtain the amount of funds necessary to complete the Merger and the Transactions through a cash contribution from the Sponsors pursuant to the Equity Commitment Letter, subject to the terms and conditions thereof, which will provide Parent and Merger Sub at and as of the Closing Date with sufficient immediately available cash funds, taken together with the cash or cash equivalents held by Parent, Merger Sub and the Company and its subsidiaries, to consummate the Merger and to make all cash payments required to be made in connection therewith on the Closing Date. For more information on Parent’s financing arrangements for the Merger, see the section entitled “The Merger Agreement — Financing of the Merger; Equity Commitment Letter” beginning on page [•].

Position of the Company in Connection with the Merger

On August 4, 2024, the Company Board, acting in reliance upon the unanimous recommendation of the Special Committee, (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders, (2) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (3) approved and declared advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein, (4) directed that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting and (5) recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL. The Company did not receive any firm offers relating to a potential transaction other than the proposed Merger.

The Company Board, on behalf of the Company, believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

Position of the Apax Entities and Designated Executives in Connection with the Merger

Under the SEC rules governing “going-private” transactions, (i) each of (1) Turing, a Guernsey limited partnership; (2) Apax IX GP Co. Limited, a Guernsey limited company; (3) Apax IX EUR GP L.P. Inc., a Guernsey incorporated limited partnership; (4) Apax IX EUR L.P., a Guernsey limited partnership (5) Apax IX – AIV EUR L.P., a Delaware limited partnership; (6) Apax IX EUR Co-Investment L.P., a Guernsey limited partnership; (7) Apax IX USD GP L.P. Inc., a Guernsey incorporated limited partnership; (8) Apax IX USD L.P., a Guernsey limited partnership; (9) Apax IX – AIV USD L.P., a Delaware limited partnership; (10) Apax IX USD Co-Investment L.P., a Guernsey limited partnership; (11) Apax XI GP Co. Limited, a Guernsey limited company; (12) Apax XI EUR GP L.P. Inc., a Guernsey incorporated limited partnership; (13) Apax XI USD GP L.P. Inc., a Guernsey incorporated limited partnership; (14) Apax XI (Guernsey) USD AIV L.P., a Guernsey limited partnership; (15) Apax XI EUR L.P., a Guernsey limited partnership; (16) Apax XI EUR 1 L.P., a Guernsey limited partnership; (17) Apax XI EUR SCSp, a Luxembourg special limited partnership; (18) Apax XI USD L.P., a Guernsey limited partnership; (19) Apax XI USD 2 L.P., a Guernsey limited partnership; (20) Apax XI USD SCSp, a Luxembourg special limited partnership; (21) Apax XI GP SARL, a Luxembourg limited liability company; (22) Tasmania Midco, LLC, a Delaware limited liability company; (23) Tasmania Merger Sub, Inc., a Delaware corporation; (24) Tasmania Parent, Inc., a Delaware corporation; (25) Tasmania GP Co. Limited, a Guernsey limited company; (26) Hobart Equity Holdco, LP, a Guernsey limited partnership (collectively, the “Apax Entities”), may be deemed to be affiliates of the Company and (ii) the Management Rollover Stockholders and Mr. Sutcliff (collectively, the “Designated Executives”) may be deemed to be affiliates of the Company and engaged in the going-private

transaction and, therefore, be required to express their beliefs as to the fairness of the merger to the Unaffiliated Stockholders. The Apax Entities and the Designated Executives are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The Apax Entities and the Designated Executives have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders of the Company.

The Apax Entities and the Designated Executives believe that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement will be filed with the SEC) is fair to the Unaffiliated Stockholders on the basis of the factors described in the sections entitled “The Special Factors — Recommendation of the Company Board; Reasons for the Merger” and “The Special Factors — Position of the Company in Connection with the Merger” beginning on pages [•] and [•], respectively (which the Apax Entities and the Designated Executives agree with and adopt), the factors described in the section entitled “The Special Factors — Purpose and Reasons of the Apax Entities for the Merger” beginning on page [•] and the additional factors described below with respect to the Apax Entities.

The Apax Entities and the Designated Executives also believe that the interests of the Unaffiliated Stockholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on behalf of the Unaffiliated Stockholders with the assistance of its independent legal and financial advisors. None of the Apax Entities and the Designated Executives participated in the deliberations of the Special Committee regarding, or received advice from the Special Committee’s independent legal or financial advisors as to, the substantive or procedural fairness of the Merger. The Apax Entities and the Designated Executives have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the Unaffiliated Stockholders. No Apax Entity or any Designated Executives received any report, opinion or appraisal from any outside party materially related to the Merger, including any report, opinion or appraisal relating to the fairness of the Per Share Price to the Unaffiliated Stockholders, the Apax Entities or the Designated Executives.

Based on the factors considered by, and findings of, the Company Board and the Special Committee described in the sections entitled “The Special Factors — Recommendation of the Company Board; Reasons for the Merger” and “The Special Factors — Position of the Company in Connection with the Merger” beginning on pages [•] and [•], respectively (which findings the Apax Entities and the Designated Executives agree with and adopt), the Designated Executives believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders. The Designated Executives believe that the factors considered by, and findings of, the Company Board and the Special Committee provide a reasonable basis upon which to form their belief that the Merger is fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholder as to whether they should, and the Designated Executives do not make any recommendation as to whether any Unaffiliated Stockholder should, exercise their appraisal rights under the DGCL.

Based on the Apax Entities’ knowledge and analysis of available information regarding the Company, as well as discussions with members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Company Board and the Special Committee described in the sections entitled “The Special Factors — Recommendation of the Company Board; Reasons for the Merger” and “The Special Factors — Position of the Company in Connection with the Merger” beginning on pages [•] and [•], respectively, of this information statement (which findings the Apax Entities and the Designated Executives agree with and adopt), the Apax Entities believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders. In particular, the Apax Entities considered the following substantive factors:

•        the current and historical market for the Company Common Stock, including the fact that the Per Share Price of $4.40 per share of the Company Common Stock represented a 30% premium to closing stock price of the Company Common Stock on August 2, 2024;

•        the consideration in the Merger is all cash, which (1) provides the Unaffiliated Stockholders with certainty of value and liquidity for their Company Common Stock, (2) eliminates any uncertainty in valuing the consideration to be received by such stockholders, and (3) allows the Unaffiliated Stockholders to avoid exposure to the risks and uncertainties relating to the market and business risks of the Company;

•        the fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course prior to the consummation of the Transactions;

•        the fact that the Merger is not conditioned on any financing being obtained by Parent or Merger Sub, increasing the likelihood that the Merger will be consummated and that the consideration to be paid to the Unaffiliated Stockholders will be received;

•        the Apax Entities’ view that there are no unusual requirements or conditions to the Merger; and

•        the potential risks to the Company of continuing to have publicly traded common stock, including the risks of market volatility and global economic uncertainty.

The Apax Entities also considered a variety of procedural factors related to the fairness of the proposed Merger, including the following:

•        the fact that the Per Share Price resulted from active, arm’s-length negotiations between the Special Committee and the Apax Entities, which resulted in the Special Committee negotiating to increase the Apax Entities’ initial bid of $4.00 per share of Company Common Stock to $4.40 per share of Company Common Stock;

•        the fact that the Merger Agreement and the Transactions were negotiated at arm’s length and unanimously approved by the Special Committee, which is composed of four directors who are not representatives of the Apax Entities and are not employees of the Company or any of its subsidiaries, and who could objectively and independently assess the potential transaction, and that the Special Committee retained its own nationally recognized independent legal and financial advisors and was fully informed about the extent to which the interests of the Apax Entities in the Merger differed from those of the Unaffiliated Stockholders;

•        the fact that appraisal rights are available to the Unaffiliated Stockholders who comply with all of the required procedures under the DGCL for exercising appraisal rights, which allows such stockholders to seek appraisal of the “fair value” of their Company Common Stock in lieu of receiving the Per Share Price;

•        the fact that since the outset of discussions of a potential transaction with the Company, the Company Board would not approve a potential transaction with any affiliates of Apax without a prior favorable recommendation by the Special Committee;

•        the fact that the Special Committee had no obligation to recommend any transaction, including a transaction with the Apax Entities, and that the Special Committee had the authority to reject any proposals made by the Apax Entities or any other person;

•        the fact that the Special Committee held numerous formal and informal meetings to discuss and evaluate the proposals on behalf of the Apax Entities and the Transactions and that each member of the Special Committee was actively engaged in the process;

•        the fact that the compensation provided to the members of the Special Committee in respect of their services was not contingent on the Special Committee approving any transaction or documents, including the Merger Agreement;

•        the fact that the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, considered and evaluated the Merger Agreement and the Transactions, including the Merger, and unanimously determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Unaffiliated Stockholders. The Special Committee also unanimously recommended to the Company Board that the Company Board (1) approve and declare advisable the Merger Agreement and the Transactions, including the Merger and (2) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders; and

•        the fact that the Company Board (acting on the recommendation of the Special Committee) after consultation with its legal counsel, (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders; (2) approved and declared advisable the Merger

Agreement and the Transactions, including the Merger; (3) approved and declared advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein; (4) directed that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting; and (5) recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

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

•        the fact that the Unaffiliated Stockholders will not participate in any future earning, appreciation in value or growth of the Company’s business and will not benefit from any potential sale of the Company or its assets to a third party in the future;

•        the risk that the Merger might not be completed in a timely manner or at all;

•        the fact that Parent and Merger Sub are newly formed entities with essentially no assets other than the funding commitments pursuant to the Equity Commitment Letter;

•        the restrictions on the conduct of the Company’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent the Company from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of the Company pending completion of the Merger;

•        the fact that the closing of the Mergers is not conditioned upon the receipt of the affirmative vote of a “majority of the minority” of the Company’s public stockholders;

•        the negative effect that the pendency of the Merger, or a failure to complete the Merger, could potentially have on the Company’s business and relationships with its employees, vendors and customers;

•        the risk of litigation arising from stockholders of the Company in respect of the Merger Agreement or the Transactions; and

•        the fact that an all cash transaction would be taxable to the Company’s stockholders that are United States Holders for U.S. federal income tax purposes.

The Apax Entities did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors that they considered in reaching their conclusion as to fairness. The Apax Entities believe these factors provide a reasonable basis upon which to form their belief that the Merger is fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholder as to whether they should, and the Apax Entities do not make any recommendation as to whether any Unaffiliated Stockholder should, exercise their appraisal rights under the DGCL.

The Apax Entities did not consider liquidation value as a factor because they consider the Company to be a viable going-concern business and the trading history of the Company Common Stock to generally be an indication of its value as such, and they have no present intention to liquidate the Company.

Purposes and Reasons of the Company in Connection with the Merger

On March 26, 2024, the Company Board established the Special Committee, comprising Robert Brennan, Jane Chwick, William Parrett, and Roxanne Taylor and delegated to the Special Committee the powers, among others: (1) to retain counsel, financial advisors and such other advisors as the Special Committee deems appropriate, with all fees, costs and expenses of such advisors and any other costs and expenses incurred by the Special Committee in performing its functions being the obligation of, and paid by, the Company; provided that, in furtherance of its duties, the Special Committee shall also have available to it the Company’s officers and advisors, in order to take advantage of their industry expertise and knowledge of the Company; (2) to consider, evaluate, and examine, to the extent the Special Committee deems necessary or desirable, any potential transaction; (3) to establish, approve, modify, monitor, and direct the process and procedures related to the negotiation, review, and evaluation of any potential transaction, including, without limitation, the authority to determine not to proceed with any such process, procedures,

negotiation, review, or evaluation; (4) to respond to any communications, inquiries, or proposals regarding any potential transaction; (5) to review, evaluate, and negotiate with Apax Partners LLP or any third party, if the Special Committee deems it necessary or desirable, the terms and conditions of any potential transaction; (6) to determine whether any potential transaction is fair to, and in the best interest of, the Company and its stockholders (or any subset of the stockholders of the Company that the Special Committee determines to be appropriate) and to report its recommendation to the Company Board; (7) to effectuate or recommend to the Company Board the effectuation of any potential transaction; (8) to assist in the preparation and filing of any documents as may be required with respect to matters relating to, or arising from, any such potential transaction; (9) to enter into, on behalf of the Company, any documents and instruments in connection with the exploration and consideration of the foregoing, such as, without limitation, confidentiality and standstill agreements, engagement and fee letters, and other related documentation, all on terms as the Special Committee deems appropriate, (10) to review, evaluate, and negotiate, if the Special Committee deems it necessary or desirable, the terms of compensation and severance arrangements for executive officers and directors of the Company in connection with any potential transaction; and (11) to take all other action that is, in the opinion of the Special Committee, necessary or desirable in connection with the foregoing.

On August 4, 2024, the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, considered and evaluated the Merger Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and unanimously resolved (1) to determine that the Merger Agreement and the Transactions, upon the terms and conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, (2) to recommend to the Company Board that the Company Board (a) approve and declare advisable the Merger Agreement and the Transactions, including the Merger and (b) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair and in the best interests of the Company and the Unaffiliated Stockholders, and (3) to recommend that, subject to Company Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Also on August 4, 2024, the Company Board held a meeting, at which the Company Board, acting upon the unanimous recommendation of the Special Committee, resolved (1) to determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders, (2) to approve and declare advisable the Merger Agreement and the Transactions, including the Merger, (3) to approve and declare advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein, (4) to direct that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting and (5) to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

For more information, see the section entitled “The Special Factors — Recommendation of the Special Committee; Reasons for the Merger” beginning on page [•] and “The Special Factors — Recommendation of the Company Board; Reasons for the Merger” beginning on page [•].

Purposes and Reasons of the Designated Executives in Connection with the Merger

Under the SEC rules governing Rule 13e-3 “going-private” transactions, both the Apax Entities and the Designated Executives may be deemed to be affiliates of the Company and to be engaged in the going-private transaction and, therefore, required to express their reasons for the Merger to the Company’s “unaffiliated security holders”, as defined in Rule 13e-3 of the Exchange Act. The Designated Executives are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Designated Executives, the reasons for engaging in the going-private transaction are (1) the Designated Executives understanding that the Company Board, acting on the recommendation of the Special Committee, determined that the terms of the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the “unaffiliated security holders” and (2) to effectuate the Transactions and the Rollover and Reinvestment Agreements, which will enable the Designated Executives to own

equity interests of the Surviving Corporation and therefore bear the rewards and risks of such ownership after the Transactions are completed and the Company Common Stock ceases to be publicly traded on Nasdaq or otherwise. The Designated Executives also believe that structuring the transaction as a merger is preferable to other transaction structures because it will enable Parent to acquire all of the shares of Company Common Stock that it does not already own at the same time, and it represents an opportunity for the “unaffiliated security holders” to immediately realize the value of their investment in the Company and receive the Per Share Price in cash, less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

The Designated Executives did not consider any other alternative transactions. The decision to undertake the “going-private” transaction, including the timing of the Merger, was made by the Company Board, acting upon the recommendation of the Special Committee.

Purposes and Reasons of the Apax Entities in Connection with the Merger

Under the SEC rules governing “going-private” transactions, each of the Apax Entities may be deemed to be affiliates of the Company and, therefore, required to express their reasons for the Merger to the Company’s “unaffiliated security holders”, as defined in Rule 13e-3 of the Exchange Act. The Apax Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Apax Entities believe that structuring the transaction as a merger is preferable to other transaction structures because it (1) will enable Parent to acquire all of the shares of Company Common Stock that it does not already own at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company with the SEC, and (3) represents an opportunity for the “unaffiliated security holders” to receive the Per Share Price in cash, without interest thereon, less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

For the Apax Entities, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed and the shares of Company Common Stock cease to be publicly traded. The Apax Entities believe that, as a private company, the Company will be able to improve its ability to execute initiatives that it cannot execute as a public company, which, over time, will create additional enterprise value for the Company. The Apax Entities believe that this, along with the Company’s existing business and potential future opportunities, will allow the Apax Entities’ investment in the Company to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, the Apax Entities believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The Apax Entities have undertaken to pursue the Merger at this time for the reasons described above.

The Company’s Net Book Value and Net Earnings

After the closing of the Merger, the Apax Entities will have a direct or indirect interest in the Company’s net book value and net earnings in proportion to such entity’s direct or indirect ownership interest in the Surviving Corporation. The Company’s historical net earnings attributable to its shareholders for the fiscal year ended December 31, 2023 was approximately $(68.66) million and its historical net book value as of December 31, 2023 was approximately $773.13 million.

The following table sets forth the direct or indirect beneficial interests of the Company’s net book value and net earnings for the Apax Entities before and after the Merger, based on the historical net book value and net earnings of the Company as of and for the fiscal year ended December 31, 2023.

____________

(1)      Ownership determined as of August 5, 2024.

(2)      Ownership excludes equity interest subject to a rollover held by the Management Rollover Stockholders (as described elsewhere herein) and equity interest subject to the Investment Agreement (as defined in the section entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Other CEO Agreements”).

Accounting Treatment

The Company will account for the Merger in accordance with ASC 805-50, Business Combinations — Related Issues — Transactions Between Entities Under Common Control. This will result in the Merger being accounted for as if the transaction had occurred at the beginning of the period, and the results of operations for that period will comprise those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date forward. As the Significant Company Stockholder controls the Company, controls the acquiring entity, and will continue to control the Company after the Merger, there is no impact to the accounting basis (carrying value) of the Company’s assets and liabilities.

Interests of our Directors and Executive Officers in the Merger

You should be aware that the Company’s executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of the Company’s stockholders generally. The Company Board and the Special Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

The Company’s executive officers as of the date hereof are Michael Sutcliff (President and Chief Executive Officer), Christopher Murphy (Chief Revenue and Client Officer), Erin Cummins (Chief Financial Officer), Ramona Mateiu (Chief Legal & Compliance Officer), and Sudhir Tiwari (Executive Vice President, Global Head of Digital Engineering).

In addition to the individuals identified above, Guo Xiao (Former Chief Executive Officer and President) and Rebecca Parsons (Chief Technology Officer — Emerita) served as executive officers of the Company during the fiscal year ended December 31, 2023. Ms. Parsons’ employment with the Company terminated on July 31, 2024.

Treatment of Common Stock and Company Equity Awards

For information regarding beneficial ownership of the Common Stock held by each of the Company’s directors and named executive officers and all directors and executive officers as a group, see the section entitled “Security Ownership of Certain Beneficial Owners and Management”. Each of the Company’s directors and executive officers, Mr. Guo and Ms. Parsons will be entitled to receive, for each share of Common Stock, other than a Rollover Share, the Per Share Price in the same manner as other Company stockholders.

At the Effective Time, except as otherwise explicitly agreed in writing by the parties to the Merger Agreement or between Parent and the applicable holder thereof, the Company Equity Awards held by each of the Company’s directors and executive officers will be treated in the same manner as those held by other employees of the Company, as set forth below:

•        each Vested Company Option will be cancelled and the holder of such Vested Company Option will receive an amount in cash, less any applicable tax withholdings, equal to the Option Consideration, which will be paid by the Surviving Corporation as promptly as practicable following the Closing Date, but no later than the first payroll date following the Closing Date.

•        each Unvested Company Option will be cancelled and converted into the contingent right solely to receive a Converted Option Cash Award, which is an aggregate amount in cash, without interest thereon, less any applicable tax withholdings, equal to the product obtained by multiplying (A) the excess, if any, of the Per Share Price over the per share exercise price of such Unvested Company Option, by (B) the number of shares of Company Common Stock covered by such Unvested Company Option immediately prior to the Effective Time. The Converted Option Cash Award will remain subject to the same vesting schedule applicable to the related Unvested Company Option, including any acceleration of vesting provisions, but excluding any terms rendered inoperative by reason of the foregoing or the Transactions and for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Option Cash Award. Payment of each portion of a Converted Option Cash Award will be made by the Surviving Corporation as promptly as practicable following the applicable vesting date, but no later than the first payroll date commencing after such vesting date.

•        any Company Option that has a per share exercise price that is equal to or greater than the Per Share Price, whether vested or not, will be cancelled for no consideration as of the Effective Time.

•        each Company Restricted Stock Unit Award that is vested and outstanding immediately prior to the Effective Time, and each November 2024 RSU, will be cancelled, with the applicable holder becoming entitled solely to receive, in full satisfaction of the rights of such holder with respect thereto, a fully vested amount in cash, less any applicable tax withholdings, equal to the RSU Consideration, payable by the Surviving Corporation as promptly as practicable following the Closing Date, but no later than the first payroll date following the Closing Date.

•        each Company Restricted Stock Unit Award and each Company Performance Stock Unit Award, in each case, that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms or as set forth above will, in each case, be assumed by Parent and be converted into the contingent right solely to receive a Converted Stock Unit Cash Award, which is an aggregate amount in cash, without interest, less any applicable tax withholdings, equal to the product obtained by multiplying (A) the Per Share Price by (B) the number of shares of Company Common Stock covered by such Company Equity Award immediately prior to the Effective Time (with the number of shares of Company Common Stock subject to any Company Performance Stock Unit Award determined assuming achievement of target-level performance). Payment of each portion of a Converted Stock Unit Cash Award will be made by the Surviving Corporation as promptly as practicable following the applicable vesting date, but no later than the first payroll date commencing after such vesting date. After giving effect to the accelerated vesting of the November 2024 RSUs, the vesting conditions applicable to the Converted Stock Unit Cash Awards converted from Company Restricted Stock Unit Awards will be modified so that 50% of such Converted Stock Unit Cash Awards (on an individual-by-individual basis) will vest on each of the first and second anniversaries of the Closing Date. The Converted Stock Unit Cash Award will otherwise continue to vest on the same schedule and conditions as applied to the applicable Company Equity Award and will otherwise remain subject to the same terms and conditions as applied to the corresponding Company Equity Award, as applicable, immediately prior to the Effective Time, including any acceleration of vesting provisions and any performance-based vesting conditions (as may be adjusted or modified by Parent in connection with the Transactions), and including payment above target for performance above the target performance-level consistent with the terms of the applicable Company Equity Award, and such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Stock Unit Cash Award. However, each portion of a Converted Stock Unit Cash Award that was a Company Performance Stock Unit Award subject to relative TSR vesting conditions will instead be subject to the achievement of a specified multiple on the per share price paid or deemed to be paid by an affiliate of Sponsor in exchange for one share of common stock of Parent (the “Parent Buy-In Price”) (with Converted Stock Unit Cash Awards achieving a performance level below the minimum performance level being automatically forfeited for no consideration at the end of the corresponding performance period) as of the end of the applicable performance period for such Company Performance Stock Unit Award. The balance of each Converted Stock Unit Cash Award will continue to be subject to the performance vesting conditions otherwise applicable to such balance and the portion of any Converted Stock Unit Cash Award that does not performance vest as of the end of the applicable performance period will be automatically forfeited for no consideration, unless otherwise set forth below.

To the extent any Converted Stock Unit Cash Award that was a Company Performance Stock Unit Award with a performance period ending on December 31, 2024 does not attain at least the minimum performance level with respect to either the Adjusted EBITDA portion reflected in the applicable PSU Agreement (i.e., 70% of such Converted Stock Unit Cash Award) or the applicable multiple of Parent Buy-In Price (i.e., 30% of such Converted Stock Unit Cash Award), in each case, as of December 31, 2024, such applicable portion will remain outstanding and eligible to performance vest based on achievement of the respective goals for the Company Performance Stock Unit Award with a performance period ending on December 31, 2025 (“2025 PSUs”), provided that the holder thereof does not experience a Termination prior to the applicable Vesting Date for such 2025 PSUs (in each case, as defined in the applicable 2025 PSU Agreement), with such Converted Stock Unit Cash Award remaining subject to any applicable Vesting Acceleration Provisions, to the extent applicable and in accordance with their terms. “Vesting Acceleration Provisions” generally means the “double-trigger” vesting protections set forth in the Company’s 2021 Omnibus Incentive Plan and Executive Severance Plan.

Pursuant to our 2021 Omnibus Incentive Plan, if a holder experiences an involuntary termination as a result of a “change in control” (as defined in the 2021 Omnibus Incentive Plan), each of the holder’s Converted Option Cash Awards and Converted Stock Unit Cash Awards will immediately vest as of the date of such termination. A participant

will be deemed to experience an involuntary termination as a result of a change in control upon a termination other than for “cause” (as defined in the 2021 Omnibus Incentive Plan), a termination under circumstances which entitles the participant to mandatory severance payment(s) pursuant to applicable law or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Company Board terminates in connection with or as a result of a change in control, in each case, at any time beginning on the date of the change in control up to and including the second anniversary of the change in control. The treatment of outstanding Company Equity Awards described in this section are considered to be “double-trigger” (i.e., amounts triggered by a change in control for which payment is conditioned upon a qualifying termination of employment in connection with the change in control). In addition, for a description of additional provisions relating to the treatment of outstanding Company Equity Awards held by the Company’s executive officers, see the sections entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Sutcliff Employment Agreement”, “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Executive Severance Plan”, “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Guo Transition and Separation Agreement” and “The Special Factors — Interests of our Directors and Executive Officers in the Merger — The Rollover Agreements” below.

The following tables set forth, for each executive officer and director, (a) the number of Vested Company Options, (b) the number Unvested Company Options, (c) the number of Company Performance Stock Unit Awards and (d) the number of Company Restricted Stock Unit Awards, in each case, as held by such individual as of August 14, 2024, with the estimated value of such Company Equity Awards in connection with the Merger. The following tables do not include the number and value of Company Options, whether vested or not, that have per share exercise prices that are equal to or greater than the Per Share Price. The values in the table below have been determined based on the Per Share Price of $4.40 per share of Common Stock and assume that (1) the Company Performance Restricted Stock Units are earned at target and remain outstanding as of Closing, and (2) the individuals identified below do not receive any additional grants of, vest in or forfeit any Company Equity Award, or exercise any Company Options after August 14, 2024. Some of the assumptions used in the tables below are based upon estimates of information not currently available and, as a result, the actual amounts may materially differ from the amounts set forth below.

Company Options:

____________

(1)     As of August 14, 2024, (a) Mr. Guo held 2,989,310 Vested Company Options with an estimated value of $6,193,853 and (b) Ms. Parsons held 1,421,553 Vested Company Options with an estimated value of $2,954,534 and neither Mr. Guo nor Ms. Parsons held any Unvested Company Options.

For an estimate of the value of the severance payments and benefits described above that would be payable to the Company’s named executive officers under the Executive Severance Plan upon a qualifying termination in connection with the Merger, see the section entitled “The Special Factors — Interests of Our Directors and Executive Officers in the Merger — Quantification of Payments and Benefits — Golden Parachute Compensation”. The severance payments and benefits described in this section are considered to be “double-trigger” (i.e., amounts triggered by a change in control for which payment is conditioned upon a qualifying termination of employment in connection with the change in control).

Guo Transition and Separation Agreement

On May 4, 2024, the Company and Mr. Guo entered into a transition and separation agreement, pursuant to which Mr. Guo’s employment as the Company’s CEO terminated on June 17, 2024, the date of Mr. Sutcliff’s commencement of employment with the Company. Thereafter, Mr. Guo will remain an employee of the Company as Senior Advisor to facilitate the transition until September 17, 2024 (the “Employment Termination Date,” and such period beginning on May 4, 2024 and ending on the Employment Termination Date, the “Transition Period”), unless terminated earlier by either Mr. Guo or by the Company for “cause” (as such term is defined in Mr. Guo’s employment agreement) at any time during the Transition Period, or by the Company without cause at any time on or after a change in control. During the period commencing on the Employment Termination Date and ending on June 17, 2025 (the “Consulting Period”), Mr. Guo will continue his service with the Company as a non-employee consultant.

The termination of Mr. Guo’s employment as of the Employment Termination Date will be treated as a termination without “cause” for purposes of the Executive Severance Plan, and Mr. Guo will be entitled to the same severance benefits under the plan as if he was still serving as the Company’s CEO as of the Employment Termination Date, except that his outstanding Company Equity Awards will be treated as set forth below. For purposes of the Executive Severance Plan, if the Employment Termination Date is within three months prior to a change in control, Mr. Guo’s Base Cash Severance is two times the sum of base salary plus target bonus and his Healthcare Subsidy period is 24 months, and if the Employment Termination Date is not within three months prior to a change in control, Mr. Guo’s Base Cash Severance is 18 months of continued base salary and his Healthcare Subsidy period is 12 months. For purposes of the Executive Severance Plan, Mr. Guo’s base salary will be deemed to be his base salary as of the termination of his service as CEO, and Mr. Guo will be paid a full target bonus instead of the pro-rata target bonus for which the Executive Severance Plan provides. In addition, Mr. Guo’s outstanding Company Options will remain exercisable for three years following the termination of his services as CEO, unless such Company Option is terminated earlier in limited circumstances (e.g., the treatment of such Company Options in connection with the Merger) or such Company Option’s original term expires earlier.

During the Consulting Period, Mr. Guo will be paid aggregate consulting fees of $50,000 subject to his service for the full Consulting Period, and any outstanding Company Equity Awards granted to Mr. Guo will continue to vest. Mr. Guo will not be eligible to receive any other benefits pursuant to the Company’s general employee benefit plans during the Consulting Period. At the termination of his consultancy, assuming his service continues for the full Consulting Period, Mr. Guo will vest in 50% of his outstanding Company Restricted Stock Unit Awards that otherwise were scheduled to vest in 2025 solely subject to such service and any other Company Restricted Stock Unit Awards or Company Performance Stock Unit Awards that have not yet vested will be forfeited.

For an estimate of the value of the severance payments and benefits described above that would be payable to Mr. Guo in connection with the Merger, see the section entitled “The Special Factors — Interests of Our Directors and Executive Officers in the Merger — Quantification of Payments and Benefits — Golden Parachute Compensation”.

The Rollover Agreements

Turing Rollover Agreement

The Significant Company Stockholder entered into a Rollover Agreement (the “Turing Rollover Agreement”) with Topco pursuant to which, among other matters, the Significant Company Stockholder agreed to exchange all of its shares of Company Common Stock for newly issued equity interests of Topco (which will be the indirect parent of the Surviving Corporation following the Merger), in lieu of the treatment of such shares of Company Common

Stock under the Merger Agreement as described in the section entitled “The Merger Agreement — Consideration to be Received in the Merger” beginning on page [•]. As of August 5, 2024, the Significant Company Stockholder owned 197,750,138 Rollover Shares.

Rollover and Reinvestment Agreements

Each Management Rollover Stockholder has entered into a separate Rollover and Reinvestment Agreement, pursuant to which, among other matters, each Management Rollover Stockholder agreed to exchange a certain portion of their shares of Company Common Stock for newly issued equity interests of Topco in lieu of the treatment of such shares of Company Common Stock under the Merger Agreement as described in the section entitled “The Merger Agreement — Consideration to be Received in the Merger” beginning on page [•]. The number of Rollover Shares to be contributed and transferred to Topco by each Management Rollover Stockholder will be identified prior to the Exchange Time.

Each Management Rollover Stockholder also agreed to invest a portion of the after-tax proceeds that would otherwise be received by such Management Rollover Stockholder in the Merger in respect of certain Company Equity Awards in exchange for newly issued Topco Shares, and the assumption and conversion of certain Company Equity Awards into equity awards having comparable value that are convertible into Topco Shares, all in accordance with the terms of their Rollover and Reinvestment Agreement. Company Equity Awards that are assumed and converted in accordance with the Rollover and Reinvestment Agreement will continue to vest on the same schedule and conditions as would have applied pursuant to the Merger Agreement.

The table below sets forth the aggregate investment commitment for each Management Rollover Stockholder which will be satisfied by the rollover amount (if any) (i.e., the Per Share Price multiplied by the number of Rollover Shares) and/or reinvestment amount (if any) (i.e., a portion of the after-tax proceeds that would otherwise be received by such Management Rollover Stockholder in the Merger in respect of certain Company Equity Awards), in each case, designated by such Management Rollover Stockholder prior to the Exchange Time.

The foregoing descriptions of the Rollover Agreements, and the Transactions, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Turing Rollover Agreement and form of Rollover and Reinvestment Agreement, copies of which are attached hereto as Annex E and Annex F, respectively, and are incorporated herein by reference.

Other CEO Agreements

Parent has entered into an investment agreement with Mr. Sutcliff (the “Investment Agreement”), pursuant to which, on the Closing Date, he will pay to Topco an aggregate amount in cash equal to $250,000 in exchange for Topco Shares with an aggregate value equal to such investment amount, subject to the terms and conditions of the Investment Agreement.

The Company and Mr. Sutcliff have amended the Sutcliff Employment Agreement to provide that the deadline to grant specified restricted stock units contemplated thereunder has been extended to March 15, 2025.

Other Arrangements

Prior to the Effective Time, the Company, Parent or their affiliates may, in their discretion, initiate negotiations of agreements, arrangements and understandings with any of the Company’s directors and executive officers regarding their employment or other future service or compensation or benefits and may enter into definitive agreements with such individuals regarding the foregoing. As of the date of this Information Statement, preliminary

discussions with respect to certain such new agreements, arrangements or understandings have occurred. However, to the Company’s knowledge, no such new agreements, arrangements or understandings have been entered into as of the date of this Information Statement. Current agreements, arrangements and understandings between the Company, Parent or their affiliates and any of the Company’s directors and executive officers are described above in the section entitled “The Special Factors — Interests of Our Directors and Executive Officers in the Merger — Other Interests”. For a description of certain covenants relating to continuing employee matters set forth in the Merger Agreement, please see the section of this information statement captioned “The Merger Agreement — Continuing Employee Matters” beginning on page [•].

Quantification of Payments and Benefits

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers, that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger or on a qualifying termination of employment upon or following the consummation of the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to the Company’s named executive officers.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive based on the following: (1) the Merger is completed on August 14, 2024 (which is the assumed closing date solely for purposes of this golden parachute disclosure), (2) each named executive officer experiences a qualifying termination at such time (or if earlier, the named executive officer’s actual termination date), (3) the named executive officer’s base salary rate and annual target bonus remain unchanged from that in effect as of August 14, 2024 (or, if earlier, the named executive officer’s actual termination date), (4) each named executive officer’s Company Equity Awards are those that are outstanding as of August 14, 2024, and (5) each named executive officer has properly executed any required releases and complied with all requirements necessary in order to receive the payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below. Additional detail regarding the named executive officers’ interests in the Merger is provided above under the heading “The Special Factors — Interests of Our Executive Officers and Directors in the Merger”.

Golden Parachute Compensation

____________

(1)      The cash severance consists of the following for each individual: (a) for Mr. Sutcliff, 18 months of base salary and a pro rata bonus at the target performance level, (b) for Mr. Guo, two times the sum of base salary plus his target bonus, plus an additional amount equal to his annual bonus at the target performance level, (c) for Mr. Murphy and Mmes. Cummins, Mateiu and Parsons, one and one-half times the sum of base salary plus the executive’s target bonus, as well as a pro rata bonus at the target performance level, and (d) for Mr. Tiwari, one times the sum of base salary plus his target bonus, as well as a pro rata bonus at the target performance level. These arrangements (including the time-frames in which the qualifying termination must occur in order for the amounts to become payable) are described above in the sections entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Sutcliff Employment Agreement”, “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Executive Severance Plan” and “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Guo Transition and Separation Agreement”. The amounts included in this column are considered to be “double-trigger” (i.e., amounts triggered by a change in control for which payment is conditioned upon a qualifying termination of employment in connection with the change in control).

The estimated amount of each such payment included in the Cash column above is set forth in the table below:

(2)      Amounts shown reflect the potential value that each named executive officer could receive in connection with accelerated vesting and settlement of outstanding Company Performance Stock Unit Awards and Company Restricted Stock Unit Awards, in each case, as described in more detail (including with respect to the time-frames in which the qualifying termination must occur in order for the accelerated vesting to occur) in the sections entitled “The Special Factors — Interests of Our Executive Officers and Directors in the Merger — Treatment of Common Stock and Company Equity Awards”, “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Sutcliff Employment Agreement”, “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Executive Severance Plan” and “The Special Factors — Interests of our Directors and Executive Officers in the Merger — The Rollover Agreements”. The treatment of outstanding Company Performance Stock Unit Awards and Company Restricted Stock Unit Awards is considered to be “double-trigger” (i.e., amounts triggered by a change in control for which payment is conditioned upon a qualifying termination of employment in connection with the change in control), other than the value of the Company Performance Stock Unit Awards for Mr. Guo that may vest during the period that he provides consulting services to the Company. The treatment of Mr. Guo’s outstanding Company Equity Awards is described in more detail in the section entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Guo Transition and Separation Agreement”.

The estimated amount of Option Consideration payable in respect of each named executive officer’s Vested Company Options is set forth in the section entitled “The Special Factors — Interests of Our Executive Officers and Directors in the Merger — Treatment of Common Stock and Company Equity Awards”.

The estimated amount of each such payment included in the Equity column above is set forth in the table below:

(a)      For purposes of this column, the Company Performance Stock Unit Awards are assumed to be earned at target performance.

(3)      Amounts shown reflect continued healthcare coverage at active employee rates consisting of the following for each individual: (a) for Mr. Murphy and Mmes. Cummins, Mateiu and Parsons, 18 months, and (b) for Mr. Guo, 24 months. These arrangements are described above (including the time-frames in which the qualifying termination must occur in order to receive coverage) in the sections entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Executive Severance Plan” and “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Guo Transition and Separation Agreement”. The amounts included in this column are considered to be “double-trigger” (i.e., amounts triggered by a change in control for which payment is conditioned upon a qualifying termination of employment in connection with the change in control). Mr. Sutcliff does not participate in our group health plan and Mr. Tiwari’s health benefits do not continue after termination, so no amount is shown in this column for either of them.

(4)      Ms. Cummins is paid in GBP. Her salary, bonus and benefit amounts are based on an exchange rate of $1.2827 USD per GBP as of August 14, 2024.

(5)      Mr. Tiwari is paid in INR. His salary and bonus amounts are based on an exchange rate of $0.01191 USD per INR as of August 14, 2024.

(6)      Ms. Parsons terminated employment on July 31, 2024 and as discussed in “The Special Factors — Interests of our Directors and Executive Officers in the Merger — Executive Severance Plan” is eligible to receive enhanced severance benefits pursuant to the Executive Severance Plan if the Closing occurs within three months following her date of termination.

Special Committee Compensation

In consideration of the expected time and effort that would be required of the members of the Special Committee in evaluating the Transactions, including the Merger, including negotiating the terms and conditions of the Merger Agreement, the Company Board determined that each member of the Special Committee, except for the Chair, would receive as compensation an amount in cash of $75,000 for their participation on the Special Committee, and the Chair would receive as compensation an amount in cash of $100,000 for his participation on the Special Committee. The compensation was approved by the Company Board and was not, and is not, contingent upon the approval or the completion of the Transactions, including the Merger, or any other transaction. No other meeting fees or other compensation (other than reimbursement for reasonable out-of-pocket travel and other expenses incurred in connection with their service on the Special Committee, in a manner consistent with the Company’s reimbursement of expenses for members of the Company Board) will be paid to the members of the Special Committee in connection with their service on the Special Committee.

Directors’ and Officers’ Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, the Company’s current and former directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” for a description of such ongoing arrangements.

Director Nomination Agreement

On September 17, 2021, the Company entered into a director nomination agreement (the “Director Nomination Agreement”) with the Apax Funds through their control of Turing that provides the Apax Funds the right, but not the obligation, to nominate a number of individuals designated for election to the Company Board at any meeting of our stockholders (the “Apax Directors”), such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Company Board or a duly-authorized committee of the Company Board, as a director of the Company, the number of Apax Directors serving as directors of the Company will be equal to: (1) if the Apax Funds and their affiliates together continue to beneficially own at least 50% of the total voting power of the outstanding shares of the Company Common Stock, the lowest whole number that is greater than 50% of the total number of directors comprising the Company Board; (2) if the Apax Funds and their affiliates together continue to beneficially own at least 40% (but less than 50%) of the total voting power of the outstanding shares of the Company Common Stock, the lowest whole number that is at least 40% of the total number of directors comprising the Company Board; (3) if the Apax Funds and their affiliates together continue to beneficially own at least 30% (but less than 40%) of the total voting power of the outstanding shares of the Company Common Stock, the lowest whole number that is at least 30% of the total number of directors comprising the Company Board; (4) if the Apax Funds and their affiliates together continue to beneficially own at least 20% (but less than 30%) of the total voting power of the outstanding shares of the Company Common Stock, the lowest whole number that is at least 20% of the total number of directors comprising the Company Board; and (5) if the Apax Funds and their affiliates together continue to beneficially own at least 10% (but less than 20%) of the total voting power of the outstanding shares of the Company Common Stock, the lowest whole number that is at least 10% of the total number of directors comprising the Company Board. The Apax Funds may also assign such rights to their affiliates. The Director Nomination Agreement also provides for certain consent rights for the Apax Funds so long as they own at least 50% of the total voting power of the outstanding shares of the Company Common Stock. Additionally, the Director Nomination Agreement also prohibits the Company from increasing or decreasing the size of the Company Board without the prior written consent of the Apax Funds for so long as the Apax Funds hold at least 40% of the total voting power of the outstanding shares of the Company Common Stock. Currently, Rohan Haldea and Salim Nathoo have been designated as the nominees of the Apax Funds.

Other Interests

The following directors of the Company currently have, or have previously had, employment relationships or other compensation arrangements with Apax Partners and its majority-owned companies:

•        Rohan Haldea joined Apax Partners in 2007 and is currently a Partner in the Tech & Telco team. Mr. Haldea also serves as co-Chief Executive Officer of the Apax Foundation, a non-profit organization affiliated with Apax Partners, and as a Trustee of Impetus.

•        Salim Nathoo joined Apax Partners in 1999 and is currently a Partner in the Tech & Telco team. Mr. Nathoo is also a member of the Investment Committees for the Apax Buyout Funds, Apax Digital Fund, Apax Global Impact Funds, the Apax Credit Vehicles and Apax Global Alpha. Mr. Nathoo has served as an advisor or board member to a number of Apax Funds’ portfolio companies, including Candela, TietoEVRY, GlobalLogic, iGATE, Inmarsat, Orange Switzerland, Sophos, SMART Technologies, Weather Investments, TIM Hellas and Promethean.

Delisting and Deregistration of Company Common Stock

The Common Stock is currently listed on Nasdaq and registered under the Exchange Act. Upon completion of the Merger, Merger Sub will merge with and into the Company, with the Company surviving the Merger. Following completion of the Merger, there will be no further market for the Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Company Common Stock.

Plans for the Company After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Company Common Stock is currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further public market for the Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act.

Parent currently anticipates that following completion of the Merger, the operations and business of Thoughtworks will be conducted substantially as they are currently being conducted (except that the Company will cease to be a publicly traded company on Nasdaq and deregistered under the Exchange Act and will instead be a wholly owned subsidiary of Parent). Following completion of the Merger, Parent will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what changes, if any, would be desirable following the Merger to enhance the Company’s business and operations. Parent may seek to buy or combine the Company with target companies that provide earnings and growth synergies; however, no such contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions relating to the Company and its subsidiaries currently exist.

Immediately following the Effective Time of the Merger, (1) the directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the provisions of the DGCL and the certificate of incorporation of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and (2) the officers of the Surviving Corporation will be the officers of the Company as of immediately prior to the Effective Time, each to hold office in accordance with the provisions of the DGCL and the certificate of incorporation of the Surviving Corporation until their respective successors are duly appointed.

At the Effective Time and by virtue of the Merger, (1) the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety in a form as set forth in Annex D to this Information Statement, until thereafter amended as provided by the DGCL and such certificate of incorporation, and (2) the bylaws of the Surviving Corporation will be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to Merger Sub will be automatically amended and become references to the Surviving Corporation, until thereafter amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

Transaction Litigation

As of the date of this Information Statement, the Company is not aware of any complaints filed or litigation pending related to the Merger. In addition, the Company has received a purported stockholder demand letter pursuant to DGCL Section 220 relating to the events leading to the execution of the Merger Agreement and could receive other stockholder demand letters relating to books and records requests or the disclosure in this Information Statement. No assurances can be made as to the outcome of such lawsuits, demands or other actions.

Fees and Expenses

The estimated maximum amount of fees and expenses incurred or expected to be incurred by the Company in connection with the Merger are as follows:

It is also expected that Merger Sub and/or Parent will incur approximately $[•] million of legal, other advisory and financing fees in connection with the Merger.

The estimate for legal fees set forth in this Information Statement does not include any amounts attributable to any existing or future litigation challenging the Merger. Apart from (1) Parent or the Surviving Corporation’s responsibility for the fees and expenses of the Payment Agent and (2) subject to certain exceptions, Parent’s obligations with respect to (a) transfer, stamp and documentary taxes or fees and (b) sales, use, real property transfer and other similar taxes arising out of or in connection with entering into the Merger Agreement and the consummation of the Merger, all fees and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such fees and expenses whether or not the Merger is consummated.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the Merger generally applicable to holders of the Company Common Stock who exchange their shares of the Company Common Stock for cash pursuant to the Merger. The summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose shares of the Company Common Stock are held as capital assets (generally, property held for investment), and does not address the tax consequences that may be relevant to holders of the Company Common Stock that are subject to special tax rules, such as insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, traders in securities that elect to apply a mark-to-market method of accounting for U.S. federal income tax purposes, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, holders who hold the Company Common Stock through pass-through entities for U.S. federal income tax purposes or as part of a hedging transaction, straddle or conversion transaction, holders deemed to sell Company Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, holders who acquired the Company Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, holders who own Rollover Shares, holders of the Company Common Stock who own (or are deemed to own) any interest in the Significant Company Stockholder, or holders of the Significant Company Stockholder’s shares of the Company Common Stock. This summary does not address any Medicare equivalent tax or alternative minimum tax considerations or any aspect of state, local or non-U.S. taxation, and does not address any U.S. federal taxation other than income taxation.

For purposes of this Information Statement, a “U.S. Holder” means a beneficial owner of Company Common Stock that is:

•        a citizen or individual resident of the United States,

•        a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia,

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source, or

•        a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect to be treated as a United States person.

The term “Non-U.S. Holder” refers to any beneficial owner of the Company Common Stock, other than a partnership or other entity or arrangement treated as a partnership or disregarded entity for U.S. federal income tax purposes that is not a U.S. Holder.

If a partnership or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of Company Common Stock, the U.S. federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships owning Company Common Stock and partners in such partnerships should consult their own tax advisors as to the particular U.S. federal, state, local and non-U.S. tax consequences of the Merger to them.

The U.S. federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of the Company Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of U.S. federal, state, local and non-U.S. tax laws.

U.S. Holders. The receipt of the Per Share Price by a U.S. Holder in exchange for the Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives the Per Share Price will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the U.S. Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of the Company Common Stock. A U.S. Holder’s adjusted tax basis generally will equal the price the U.S. Holder paid for such shares of the Company Common Stock. Gain or loss will be calculated separately for each block of the Company Common Stock exchanged in the Merger (generally shares of the Company Common Stock acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the shares of the Company Common Stock have been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate U.S. Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

Non-U.S. Holders. Subject to the discussion below regarding backup withholding, a Non-U.S. Holder that receives cash for the Company Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax on any gain realized on the disposition, unless (1) such holder is an individual who is present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are met, (2) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (and, in the case of certain income tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (3) such holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the Company Common Stock at any time during the shorter of the five-year period preceding the Merger or the period that the Non-U.S. Holder held Company Common Stock, and the Company is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the Merger or the period that the Non-U.S. Holder held shares of the Company Common Stock. The Company believes it has not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the Merger.

If you are a Non-U.S. Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain realized, which generally may be offset by certain U.S. source capital losses reported on a U.S. federal income tax return.

Prior to the delivery of the Stockholder Consent, the Company and its representatives were allowed, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited takeover proposal that would reasonably be expected to lead to a superior proposal. However, the Company’s rights to engage in negotiations or discussions with third parties ceased by virtue of the delivery of the Stockholder Consent following the execution of the Merger Agreement.

For more information on the alternatives to the Merger, see the sections of this Information Statement entitled “The Special Factors — Background of the Merger” beginning on page [•], “The Special Factors — Recommendation of the Special Committee; Reasons for the Merger” beginning on page [•], “Recommendation of the Company Board; Reasons for the Merger” beginning on page [•] and “The Special Factors — Position of the Company in Connection with the Merger” beginning on page [•].

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the section entitled “Summary” beginning on page [•] and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this Information Statement, without charge, by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [•].

Q:     What is the proposed transaction and what effects will it have on the Company?

A:     The proposed transaction is the acquisition by Parent of all of the shares of Company Common Stock (other than Owned Company Shares). Once the Closing conditions under the Merger Agreement have been satisfied or waived (to the extent waivable) and subject to the other terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company. The Company will be the Surviving Corporation of the Merger and will cease to be a publicly traded company on Nasdaq. Parent and Merger Sub are affiliates of the Significant Company Stockholder, the holder of a majority of the issued and outstanding shares of Company Common Stock and an affiliate of certain investment funds advised by Apax Partners.

Q:     What will I receive in the Merger?

A:     Upon completion of the Merger and subject to the terms and conditions set forth in the Merger Agreement, you will receive the Price Per Share equal to $4.40 in cash, without interest thereon, less any required withholding taxes, for each share of the Company Common Stock that you own, unless you are entitled to demand and properly demand appraisal pursuant to, and in a manner that complies with, Section 262, and do not withdraw or otherwise lose the right to appraisal pursuant to the DGCL. For example, if you own 100 shares of Company Common Stock, you will receive $440.00 in cash for your shares of Company Common Stock without interest thereon, less any required withholding taxes. Upon completion of the Merger, you will not own any equity interests in the Surviving Corporation.

Q:     What happens to Company Equity Awards if the Merger is Completed?

A:     At the Effective Time, except as otherwise explicitly agreed in writing by the parties to the Merger Agreement or between Parent and the applicable holder thereof, the Company Equity Awards will be treated as follows:

•        each Vested Company Option will be cancelled and the holder of such Vested Company Option will receive an amount in cash, less any applicable tax withholdings, equal to the Option Consideration, which will be paid by the Surviving Corporation as promptly as practicable following the Closing Date, but no later than the first payroll date following the Closing Date;

•        each Unvested Company Option will be cancelled and converted into the contingent right solely to receive a Converted Option Cash Award, which is an aggregate amount in cash, without interest thereon, less any applicable tax withholdings, equal to the product obtained by multiplying (A) the excess, if any, of the Per Share Price over the per share exercise price of such Unvested Company Option, by (B) the number of shares of Company Common Stock covered by such Unvested Company Option immediately prior to the Effective Time. The Converted Option Cash Award will remain subject to the same vesting schedule applicable to the related Unvested Company Option, including any acceleration of vesting provisions, but excluding any terms rendered inoperative by reason of the foregoing or the Transactions and for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Option Cash Award. Payment of each portion of a Converted Option Cash Award will be made by the Surviving Corporation as promptly as practicable following the applicable vesting date, but no later than the first payroll date commencing after such vesting date;

•        any Company Option that has a per share exercise price that is equal to or greater than the Per Share Price, whether vested or not, will be cancelled for no consideration as of the Effective Time;

•        each Company Restricted Stock Unit Award that is vested and outstanding immediately prior to the Effective Time, and each November 2024 RSU, will be cancelled, with the applicable holder becoming entitled solely to receive, in full satisfaction of the rights of such holder with respect thereto, a fully vested amount in cash, less any applicable tax withholdings, equal to the RSU Consideration, payable by the Surviving Corporation as promptly as practicable following the Closing Date, but no later than the first payroll date following the Closing Date;

•        each Company Restricted Stock Unit Award and each Company Performance Stock Unit Award, in each case, that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms or as set forth above will, in each case, be assumed by Parent and be converted into the contingent right solely to receive a Converted Stock Unit Cash Award, which is an aggregate amount in cash, without interest, less any applicable tax withholdings, equal to the product obtained by multiplying (A) the Per Share Price by (B) the number of shares of Company Common Stock covered by such Company Equity Award immediately prior to the Effective Time (with the number of shares of Company Common Stock subject to any Company Performance Stock Unit Award determined assuming achievement of target-level performance). Payment of each portion of a Converted Stock Unit Cash Award will be made by the Surviving Corporation as promptly as practicable following the applicable vesting date, but no later than the first payroll date commencing after such vesting date. After giving effect to the accelerated vesting of the November 2024 RSUs, the vesting conditions applicable to the Converted Stock Unit Cash Awards converted from Company Restricted Stock Unit Awards will be modified so that 50% of such Converted Stock Unit Cash Awards (on an individual-by-individual basis) will vest on each of the first and second anniversaries of the Closing Date. The Converted Stock Unit Cash Award will otherwise continue to vest on the same schedule and conditions as applied to the applicable Company Equity Award and will otherwise remain subject to the same terms and conditions as applied to the corresponding Company Equity Award, as applicable, immediately prior to the Effective Time, including any acceleration of vesting provisions and any performance-based vesting conditions (as may be adjusted or modified by Parent in connection with the Transactions), and including payment above target for performance above the target performance-level consistent with the terms of the applicable Company Equity Award, and such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Stock Unit Cash Award. However, each Converted Stock Unit Cash Award that was a Company Performance Stock Unit Award subject to relative TSR vesting conditions will instead be subject to the treatment set forth in the section entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger”.

We encourage you to read this Information Statement in entirety as well as the Merger Agreement, which is attached as Annex A to this Information Statement, as it is the legal document that governs the Merger and the other Transactions.

Q:     When do you expect the Merger to be completed?

A:     We expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived and subject to the other terms and conditions set forth in the Merger Agreement. Completion of the Merger is currently expected to occur in the fourth calendar quarter of 2024 although the Company cannot assure completion by any particular date, if at all.

Q:     What happens if the Merger is not completed?

A:     If the Merger is not completed for any reason, stockholders will not receive the Per Share Price as payment for their shares of Company Common Stock in connection with the Merger. Additionally, the Company is expected to remain a publicly traded company and the Company Common Stock is expected to continue to be traded on Nasdaq for the foreseeable future.

Q:     Why am I not being asked to vote on the Merger?

A:     Effecting the Merger requires the adoption of the Merger Agreement by stockholders of the Company holding a majority of the shares of Company Common Stock outstanding. The Company Certificate of Incorporation permits stockholders to act by written consent in certain circumstances, including in connection with the approval of transactions such as the Merger. On August 5, 2024, following the execution and delivery of the

Merger Agreement, the Significant Company Stockholder, which on such date beneficially held more than a majority of the shares of the Company Common Stock outstanding, executed and delivered to the Company the Stockholder Consent, thereby providing the Requisite Stockholder Approval for the Merger. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy and you are requested not to send us a proxy.

Q:     Why did I receive this Information Statement?

A:     Applicable laws and securities regulations require us to provide you with notice of the Stockholder Consent that was delivered by the Significant Company Stockholder, as well as other information regarding the Merger, even though your vote or consent is neither required nor requested to adopt or authorize the Merger Agreement or complete the Merger. This Information Statement also constitutes notice to you of the availability of appraisal rights in connection with the Merger under Section 262 and notice to you of the action taken pursuant to the written consent (i.e., the Stockholder Consent) contemplated by Section 228(e) of the DGCL.

Q:     What did the Special Committee determine and recommend to the Company Board?

A:     The Special Committee unanimously resolved:

•        to determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders;

•        to recommend that the Company Board (a) approve and declare advisable the Merger Agreement and the Transactions, including the Merger, and (b) determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders; and

•        to recommend that, subject to Company Board approval, the Company Board submit the Merger Agreement to the Company’s stockholders for their adoption by written consent in lieu of a meeting and recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

Q:     Did the Company Board approve and recommend the Merger Agreement?

A:     Yes. The Company Board, acting on the unanimous recommendation of the Special Committee, resolved:

•        to determine that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders;

•        to approve and declare advisable the Merger Agreement and the Transactions, including the Merger;

•        to approve and declare advisable the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained therein;

•        to direct that the adoption of the Merger Agreement be submitted to the Company’s stockholders for their adoption by written consent in lieu of a meeting; and

•        to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL.

The Company Board, on behalf of the Company, believes, based on the factors described in this Information Statement, that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

Q:     What happens if I sell my shares before the completion of the Merger?

A:     If you transfer your shares of the Company Common Stock before consummation of the Merger, you will have transferred the right to receive the Per Share Price and will lose your appraisal rights. In order to receive the Per Share Price or exercise appraisal rights, you must hold your shares of the Company Common Stock through the Effective Time.

Q:     How do I surrender my Uncertificated Shares held by the Company’s paying agent, Equiniti Trust Company, LLC?

A:     No holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive with respect to such Uncertificated Shares. In lieu thereof, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of outstanding shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price, and the exchanged Uncertificated Shares will be cancelled.

Q:     Should I send in my Certificates or other evidence of ownership now?

A:     No. After the Merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Company Common Stock for the Per Share Price. If your shares of Company Common Stock are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares of Company Common Stock in exchange for the Per Share Price. Do not send in your Certificates now.

Q:     What happens to my shares of Company Common Stock held by my broker?

A:     Your broker generally will handle cashing out all shares of Company Common Stock that you hold in your brokerage account after the Closing of the Merger has occurred. You should direct any specific questions on this to your broker.

Q:     Is the Merger subject to any conditions?

A:     Yes. Before the Merger can be completed, the Company, Parent and Merger Sub must satisfy or, if permissible, waive, several Closing conditions. If these conditions are not satisfied or waived, the Merger will not be completed. See the section entitled “The Merger Agreement — Conditions to Consummation of the Merger” beginning on page [•].

Q:     Am I entitled to exercise appraisal rights instead of receiving the Per Share Price for my shares of Company Common Stock?

A:     Company stockholders who have neither voted in favor of the Merger nor consented to the Merger in writing and who have properly and validly exercised (and not withdrawn) their statutory rights of appraisal in respect of their shares of Company Common Stock in accordance with Section 262 of the DGCL are entitled to appraisal rights in connection with the Merger with respect to their shares of Company Common Stock. See the section entitled “Appraisal Rights” beginning on page [•].

Q:     What happens if a third party makes an offer to acquire the Company before the Merger is completed?

A:     The Company’s rights to provide non-public information and engage in negotiations or discussions with third parties, and the Company Board’s and the Special Committee’s right to change its recommendation, in each case, under certain circumstances, ceased upon the Company’s receipt of the Stockholder Consent on August 5, 2024, following the execution and delivery of the Merger Agreement.

Q:     Do any executive officers or directors of Thoughtworks have interests in the Merger that may differ from or be in addition to my interests as a stockholder?

A:     You should be aware that the Company’s executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The Company Board and the Special Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described in the section entitled “The Special Factors — Interests of Our Directors and Executive Officers in the Merger” beginning on page [•].

Q:     Will I owe taxes as a result of the Merger?

A:     The exchange of shares of Company Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Therefore, a U.S. Holder (as defined in the section entitled “The Special Factors — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [•]) receiving cash in the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between (1) the amount of cash the U.S. Holder received (determined before deduction of any applicable withholding taxes) and (2) the adjusted tax basis of the surrendered Company Common Stock.

A Non-U.S. Holder (as defined in the section entitled “The Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) will generally not be subject to U.S. federal income tax on any gain resulting from the exchange of the Company Common Stock pursuant to the Merger, unless such holder has certain connections to the United States (as described further in the section entitled “The Special Factors — Material U.S. Federal Income Tax Consequences of the Merger — Non-U.S. Holders”), but the Merger could be a taxable transaction to such holder under non-U.S. tax laws applicable to such holder.

Holders of Company Common Stock should read the section entitled “The Special Factors — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [•] for a more detailed description of the U.S. federal income tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular situation. Holders are urged to consult their own tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences of the Merger.

Q:     Where can I find more information about the Company?

A:     We file annual, quarterly and current reports, proxy statements, and other documents with the SEC. This information is available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to the section entitled “Where You Can Find More Information” beginning on page [•].

Q:     Who can help answer my other questions?

A:     If you have more questions about the Merger, please contact our Investor Relations Department at investor-relations@thoughtworks.com during regular U.S. business hours and we will endeavor to appropriately respond as soon as reasonably practicable. If your broker holds your shares of Company Common Stock, you should call your broker for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement, and the documents to which we refer you in this Information Statement, contain forward-looking statements including, without limitation, statements regarding forecasts and projections as described in the section entitled “The Special Factors — Certain Company Financial Forecasts” beginning on page [•]. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements.

All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

•        risks associated with the Transactions generally, such as the inability to obtain, or delays in obtaining, any required regulatory approvals or other consents;

•        the failure to consummate, or a delay in (or uncertainty in the timing of) consummating, the Merger for any reason;

•        the risk that a condition to closing of the Merger may not be satisfied, including the failure to receive, or delays in receiving, any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals) or other consents, and the possibility that a Company Material Adverse Effect on our business would permit the Parent not to close the Transactions;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the impact and/or outcome of any legal proceedings that may be instituted following announcement of the Merger, which could delay or prevent the consummation of the Transactions;

•        the failure to retain key management and employees of the Company;

•        unfavorable reaction to the Merger by customers, competitors, suppliers and employees, and the effect of the announcement or pendency of the Transactions on the Company’s operating results and business generally;

•        certain restrictions during the pendency of the Merger and the proposed transactions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;

•        unexpected costs, charges or expenses resulting from the proposed transactions;

•        the Transactions may result in the diversion of management’s time and attention to issues relating to the Transactions;

•        there may be significant transaction-related costs in connection with the Transactions, whether or not the Transactions close;

•        risks caused by delays in upturns or downturns being reflected in the Company’s financial position and results of operations;

•        the failure to obtain the necessary financing arrangements set forth in the Equity Commitment Letter in order to consummate the Merger;

•        the risk that the Company’s stock price may decline significantly if the Transactions are not consummated;

•        the Per Share Price is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our Common Stock;

•        we are controlled by affiliates of the Sponsors, whose interests in our business may be different than other holders of Company Common Stock, and our board of directors has delegated significant authority to a Special Committee with respect to the Merger; and

•        additional factors discussed in the Company’s periodic filings with the SEC, including in our Annual Report on Form 10-K (which is incorporated by reference herein), our most recent Quarterly Report on Form 10-Q (which is incorporated by reference herein) and the Schedule 13E-3.

We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed in this Information Statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this Information Statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

THE PARTIES TO THE MERGER AGREEMENT

The Company

Thoughtworks Holding, Inc.
200 East Randolph Street, 25th Floor
Chicago, Illinois 60601
Phone: (312) 373-1000

Thoughtworks is a leading global technology consultancy that integrates strategy, design and software engineering to enable enterprises and technology disruptors across the globe to thrive as modern digital businesses. Thoughtworks is a digital native service provider that has been a thought leader at the forefront of technology innovation for the past 30 years. We leverage our vast experience to improve our clients’ ability to respond to change; utilize data assets to unlock new sources of value; create resilient technology platforms that move with business strategies; and rapidly design, deliver and evolve exceptional digital products and experiences at scale. We are a globally diversified business, with clients across all major verticals and geographies. Our global distributed agile delivery model operates where our clients are, with over 10,750 employees working across 19 countries on five continents. Further, our unique, diverse and cultivating culture, with a reputation for technology excellence and thought leadership, enables us to attract and retain what we believe is the best talent in the industry. That is why our clients trust Thoughtworks as their premium digital transformation partner. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [•].

The Common Stock is listed with, and traded on, Nasdaq under the symbol “TWKS”.

Parent

Tasmania Midco, LLC
c/o Apax Partners LLP
1 Knightsbridge
London SW1X 7LX
United Kingdom
Phone: +44-20-7872-6300

Parent was formed in Delaware on July 29, 2024, solely for the purpose of entering into the Merger Agreement, consummating the Merger with the Company and engaging in the Transactions and has not engaged in any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto and arranging of the equity financing in connection with the Merger.

Merger Sub

Tasmania Merger Sub, Inc.
c/o Apax Partners LLP
1 Knightsbridge
London SW1X 7LX
United Kingdom
Phone: +44-20-7872-6300

Merger Sub was formed in Delaware on July 29, 2024, solely for the purpose of entering into the Merger Agreement, consummating the Merger with the Company and engaging in the Transactions. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business, conducted any operations or incurred any liabilities or obligations, other than as incidental to its formation and in connection with the Transactions. Upon consummation of the Merger, Merger Sub will cease to exist.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF THE COMPANY

Neither the Company nor, to the knowledge of the Company, any of the Company’s directors or executive officers listed below have been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). In addition, neither the Company nor, to the knowledge of the Company, any of the Company’s directors or executive officers listed below, have, during the past five years, been 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, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Directors

Michael Sutcliff became a member of the Company Board in June 2024 and has served as the Company’s Chief Executive Officer and President since June 2024. Mr. Sutcliff also currently serves as the non-executive chairman of the board of directors of Mobeus Industries, Inc. (“Mobeus”), a technology company developing spatial computing and artificial intelligence products, since June 2024. He previously served as the Chief Executive Officer and Co-Founder of Mobeus from February 2021 until May 2024. Mr. Sutcliff also serves as a non-executive director at HeadVantage Corporation (“HeadVantage”), a company developing wearable entertainment technology in the sports industry, since June 2024. He previously served as Executive Chairman of HeadVantage from April 2021 until May 2024, and as the Operating Partner of Advent International, a venture capital and private equity firm, from October 2020 until May 2024. In addition, Mr. Sutcliff served on the boards of directors of Ascendion Inc., an AI software engineering company, from July 2022 until May 2024, of Collabera Inc., an information technology consulting company, from February 2021 until May 2024, Williams Lea Tag Group Limited, a business support company, from February 2021 until May 2023, and of Encora Inc., a digital engineering company, from June 2020 until May 2024. He previously also served as Co-Founder of Cherish Health, a health and safety monitoring company, as Senior Advisor of Alvarez & Marsal, a business management consultancy, from May 2021 to May 2023, as Senior Advisor to MCE Systems, a software company, from August 2021 until May 2024, and as Group Chief Executive Officer of the Digital branch of Accenture, a professional services company, where he worked from August 1987 until March 2020. Mr. Sutcliff received a Bachelor of Science degree in Electrical and Computer Engineering from the Georgia Institute of Technology and a Master of Science degree in Management, with a specialization in Accounting and Finance, from the Georgia Institute of Technology Scheller College of Business. Mr. Sutcliff is a U.S. citizen.

Robert Brennan became a member of the Company Board in July 2021. From 2019 to 2021, Mr. Brennan served as an advisor and mentor at Entrepreneurship for All Roxbury (EforAll). From 2017 to 2018, Mr. Brennan served as the executive director of Computer Associates, a multinational enterprise software developer and publisher. From 2011 to 2018, Mr. Brennan was chair and chief executive officer of Veracode, an application security company. From 2004 to 2011, Mr. Brennan was a director and the president and chief executive officer of Iron Mountain, a publicly-traded data protection and information management services company. From 2000 to 2004, Mr. Brennan served as chair and chief executive officer of Connected Corporation, a provider of storage software for automated protection, archiving and recovery of distributed data. Mr. Brennan also served as general manager for Network and Service Management at Cisco from 1998 to 2000 after being chief executive officer for American Internet. Mr. Brennan has also served on the boards of directors for several private technology companies. Mr. Brennan is a U.S. citizen.

Jane Chwick became a member of the Company Board in December 2017. Ms. Chwick spent 30 years at Goldman Sachs, most recently as Partner and Co-Chief Operating Officer of its Technology Division, until her retirement in 2013. During her career at Goldman Sachs, Ms. Chwick held a number of senior positions, including Global Head of Technology of the Securities Division and Global Head of Derivatives Technology. Ms. Chwick was the Co-Founder and Co-Chief Executive Officer of Trewtec, a technology advisory firm, from 2014 to 2017. Ms. Chwick currently serves on the boards of directors of MarketAxess, Voya Financial, and People’s United Financial. Ms. Chwick has previously served on the board of Essent Group Ltd, the Executive Board of Trustees of the Queens College Foundation and on the boards of directors of Girls Who Code and of the Berkshire School. Ms. Chwick earned a Bachelor of Arts in mathematics from Queens College and a Master in Business Administration from St. John’s University with a concentration in management information systems and quantitative analysis. Ms. Chwick is a U.S. citizen.

Ian Davis became a member of the Company Board in June 2021. From 2013 to 2021, Sir Davis was the Chairman of Rolls-Royce plc. Sir Davis served as Chairman and Worldwide Managing Partner of McKinsey & Company from 2003 until 2009. Retiring in 2010, Sir Davis is now Senior Partner Emeritus of McKinsey & Company, where he was a partner and consultant for over 30 years. Sir Davis currently serves on the board of Johnson & Johnson as a non-executive director. From 2010 to 2020, Sir Davis was a Non-Executive Director of BP plc, where he was also Senior Independent (Lead) Director. Sir Davis also acts as an adviser to several private firms and companies, including serving as Senior Advisor to Apax Partners. From 2011 to 2017, Sir Davis was a non-executive director of the United Kingdom Cabinet Office and of Teach for All, a not-for-profit educational foundation. Sir Davis earned a Bachelor of Arts and Master of Arts in Politics, Philosophy and Economics from Balliol College, University of Oxford. Sir Davis is a U.K. citizen.

Rohan Haldea became a member of the Company Board in October 2017. Mr. Haldea joined Apax Partners in 2007 and is currently a Partner in the Tech & Telco team. Mr. Haldea serves on the boards of Infogain, Cyderes, Coalfire Systems and Fractal Analytics. He also serves as co-Chief Executive Officer of the Apax Foundation, a non-profit organization affiliated with Apax Partners, and as a Trustee of Impetus. Prior to joining Apax Partners, Mr. Haldea worked at Bain Capital in New York, where he focused on the Industrial, Distribution and Retail sectors. Prior to that, Mr. Haldea was a consultant at McKinsey & Company. Mr. Haldea earned a Master of Business Administration from Harvard Business School and a Bachelor of Technology from the Indian Institute of Technology, Delhi. Mr. Haldea is a British citizen.

Gina Loften became a member of the Company Board in July 2021. Ms. Loften served as Chief Technology Officer for Microsoft USA, a position she held from 2019 through July 2021. Prior to Microsoft, she spent over 15 years with IBM in roles of increasing responsibility, including Global Consulting Leader for Cloud Application Innovation, Chief Technology Officer for Hybrid Cloud, Chief Innovation Officer for IBM Research, and Global Public Sector Leader for IBM’s AI business. Ms. Loften currently serves on the board of directors for TTEC and TIAA (The Teachers Insurance and Annuity Association of America). Ms. Loften has previously served on the boards of the George Mason University Research Foundation, Rise Against Hunger, the Museum of Life and Science, and the North Carolina School of Science and Mathematics Foundation. She earned a Bachelor of Science degree in Electrical Engineering from North Carolina Agricultural and Technical State University. Ms. Loften is a U.S. citizen.

Salim Nathoo became a member of the Company Board in October 2017. Mr. Nathoo joined Apax Partners in 1999 and is currently a Partner in the Tech & Telco team. Mr. Nathoo is also a member of the Investment Committees for the Apax Buyout Funds, Apax Digital Fund, Apax Global Impact Funds, the Apax Credit Vehicles and Apax Global Alpha. Mr. Nathoo has served as an advisor or board member to a number of Apax Funds’ portfolio companies, including Candela, TietoEVRY, GlobalLogic, iGATE, Inmarsat, Orange Switzerland, Sophos, SMART Technologies, Weather Investments, Tim Hellas and Promethean. Prior to joining Apax Partners, Mr. Nathoo was an Engagement Manager with McKinsey & Company, where he specialized in advising clients in the telecom sector. Mr. Nathoo earned a Master in Business Administration from INSEAD and a Master of Arts in Mathematics from the University of Cambridge. Mr. Nathoo is a British citizen.

William Parrett became a member of the Company Board in December 2017. Mr. Parrett joined Deloitte & Touche USA LLP in 1967 and served in a series of roles of increasing responsibility, including as Senior Partner, before retiring in 2007. From 2003 to 2007, Mr. Parrett served as the Chief Executive Officer of Deloitte Touche Tohmatsu. From 1999 to 2003, Mr. Parrett was Managing Partner of Deloitte & Touche USA. Mr. Parrett currently serves on the boards of directors of Oracle Corporation and The Blackstone Group. Mr. Parrett previously served on the boards of directors of Eastman Kodak Company, Conduent, Thermo Fisher Scientific, UBS Group AG and iGate. Additionally, Mr. Parrett is a past Chairman of the board of trustees of United Way Worldwide and of the board of directors of the United States Council for International Business. Mr. Parrett earned a Bachelor of Arts in accounting from St. Francis College. Mr. Parrett is a U.S. citizen.

Roxanne Taylor became a member of the Company Board in June 2021. Ms. Taylor served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering Cancer Center from 2020 to 2022. From 2007 to 2018, Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company. From 1995 to 2007, Ms. Taylor served in various marketing positions at Accenture, including Managing Director Corporate and Financial Communications and Director of Marketing and Communications for the Financial Services practice. Before joining Accenture, Ms. Taylor served in corporate communications, investor

relations and senior marketing positions at Reuters and Quotron (now part of Citicorp) from 1993 to 1995 and 1989 to 1993, respectively. Ms. Taylor currently serves on the board of directors of Pure Storage and Unisys. Ms. Taylor earned a Bachelor of Arts from the University of Maryland in College Park. Ms. Taylor is a U.S. citizen.

Executive Officers

Michael Sutcliff is the Company’s Chief Executive Officer and President. Mr. Sutcliff’s biographical information can be found above under the section entitled “Directors, Executive Officers and Controlling Persons of the Company — Directors.”

Erin Cummins has served as the Company’s Chief Financial Officer since 2014. Prior to that, Ms. Cummins was Head of Operations and Finance for Thoughtworks Europe. Ms. Cummins has served in various leadership roles in the organization spanning across multiple countries, with both financial and operational responsibilities. Prior to joining Thoughtworks in 2004, Ms. Cummins was an auditor for Plante Moran from 2001 to 2004. Ms. Cummins earned her Bachelor of Arts and Master of Science (Professional Accounting) degrees from Michigan State University. Ms. Cummins is a U.S. citizen.

Ramona Mateiu has served as the Company’s Chief Legal Officer and Chief Compliance Officer since 2017 and as the Company’s Chief Compliance Officer since 2018. Prior to that, Ms. Mateiu served as Thoughtworks Deputy General Counsel in 2017 and as Head of Legal for Thoughtworks North America from 2009 to 2017. Ms. Mateiu previously served as Associate General Counsel at PrivateBancorp (now part of CIBC). Before joining PrivateBancorp, Ms. Mateiu served in a legal role at Thoughtworks from 2008 to 2009 and was a corporate associate at Schiff Hardin LLP. Ms. Mateiu earned a Juris Doctor from the University of California at Berkeley School of Law and a Bachelor of Arts in Economics from the University of Illinois at Urbana-Champaign. Ms. Mateiu is a U.S. citizen.

Christopher Murphy has served as the Company’s Chief Revenue and Client Officer since 2023. Prior to that, Mr. Murphy served as our Chief Executive Officer for Thoughtworks North America from 2018 to 2023. Prior to that, Mr. Murphy was Group Managing Director of Europe, Middle East and South Asia from 2015 to 2018, Chief Strategy Officer and Global Head of Marketing from 2012 to 2015, Managing Director of Asia Pacific from 2008 to 2012 and Associate General Counsel from 2004 to 2007. Prior to joining Thoughtworks, Mr. Murphy was a Senior Solicitor in the Intellectual Property and Information Technology Group at Mayer Brown and a Senior Associate in the Intellectual Property and Information Technology Group at Corrs Chambers Westgarth. Mr. Murphy earned a Bachelor of Science in computer science from the University of Melbourne, a Bachelor of Laws from the University of Melbourne, a Master of Laws (Intellectual Property) from Monash University and a Master of Information Technology from Monash University. Mr. Murphy is a citizen of Australia and the United Kingdom.

Sudhir Tiwari has served as the Company’s Executive Vice President, Global Head of Digital Engineering Center for Thoughtworks since 2023. Prior to that, Mr. Tiwari was the Regional Managing Director for India and Middle East and was also heading the Data and AI service line, both for Thoughtworks. Between 2011 and 2021, he was the Managing Director of India for Thoughtworks. From 2007 to 2011, he ran the Operations for Thoughtworks Studios. Mr. Tiwari joined Thoughtworks in India as a project manager in 2005. Mr. Tiwari earned a Bachelor of Technology degree in the field of Chemical Engineering from the National Institute of Technology, Tiruchirappalli. Mr. Tiwari has also completed the Advanced Management Program (AMP) from the Indian Institute of Management, Bangalore. Mr. Tiwari is an Indian citizen.

Controlling Persons

Apax Entities

Turing EquityCo II L.P. is a Guernsey limited partnership and was formed on September 2, 2021 for the purpose of investing in securities in the Company. Turing has not carried on any business, conducted any operations or incurred any liabilities or obligations other than those incidental to its formation and in connection with the investing in securities in the Company or otherwise related thereto. Turing GP Co. Limited a Guernsey limited company (both Turing and Turing GP Co. Limited have a registered office and principal place of business at PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP and primary telephone number +44 1481 810000), is Turing’s general partner and investment manager.

Apax IX GP Co. Limited is a Guernsey limited company and was formed on October 15, 2015. The principal business of Apax IX GP Co. Limited is the management of investments, including, but not limited, to investments with respect to Turing. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000.

Apax IX EUR GP L.P. Inc. is a Guernsey incorporated limited partnership (with separate legal personality) formed on December 17, 2015 to carry on the business of making, holding and divesting of investments from time to time and to act as the general partner of limited partnerships. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX GP Co. Limited is Apax IX EUR GP L.P. Inc.’s general partner.

Apax IX EUR L.P. is a Guernsey limited partnership formed on December 17, 2015 to function as an investment fund vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX EUR GP L.P. Inc. is Apax IX EUR L.P.’s general partner, while Apax IX GP Co. Limited is Apax IX EUR L.P.’s investment manager.

Apax IX - AIV EUR L.P. is a Delaware limited partnership formed on July 4, 2016 to identify, research, negotiate, make, hold, monitor and realise one or more investments, with the principal objective of achieving long-term capital growth. The registered office and principal place of business is Registered Agent Solutions, Inc., 838 Walker Road, Suite 21-2, Dover, Kent, DE 19904, United States, and its primary telephone number is 888-716-7274. Apax IX EUR GP L.P. Inc. is Apax IX - AIV EUR L.P.’s general partner, while Apax IX GP Co. Limited is Apax IX - AIV EUR L.P.’s investment manager.

Apax IX EUR Co-Investment L.P. is a Guernsey limited partnership formed on December 5, 2016 to function as a co-investment vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX EUR GP L.P. Inc. is Apax IX EUR Co-Investment L.P.’s general partner, while Apax IX GP Co. Limited is Apax IX EUR Co-Investment L.P.’s investment manager.

Apax IX USD GP L.P. Inc. is a Guernsey incorporated limited partnership (with separate legal personality) formed on December 17, 2015 to carry on the business of making, holding and divesting of investments from time to time and to act as the general partner of limited partnerships. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX GP Co. Limited is Apax IX USD GP L.P. Inc.’s general partner.

Apax IX USD L.P. is a Guernsey limited partnership formed on December 17, 2015 to function as an investment fund vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX USD GP L.P. Inc. is Apax IX USD L.P.’s general partner, while Apax IX GP Co. Limited is Apax IX USD L.P.’s investment manager.

Apax IX - AIV USD L.P. is a Delaware limited partnership formed on July 4, 2016 to identify, research, negotiate, make, hold, monitor and realise one or more investments, with the principal objective of achieving long-term capital growth. The registered office and principal place of business is Registered Agent Solutions, Inc., 838 Walker Road, Suite 21-2, Dover, Kent, DE 19904, United States, and its primary telephone number is 888-716-7274. Apax IX USD GP L.P. Inc. is Apax IX - AIV USD L.P.’s general partner, while Apax IX GP Co. Limited is Apax IX - AIV USD L.P.’s investment manager.

Apax IX USD Co-Investment L.P. is a Guernsey limited partnership formed on December 5, 2016 to function as a co-investment vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX USD GP L.P. Inc. is Apax IX USD Co-Investment L.P.’s general partner, while Apax IX GP Co. Limited is Apax IX USD Co-Investment L.P.’s investment manager.

Apax XI GP Co. Limited is a Guernsey limited company and was formed on October 21, 2021 to act as the investment manager to certain investment fund vehicles. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000.

Apax XI EUR GP L.P. Inc. is a Guernsey incorporated limited partnership (with separate legal personality) formed on December 8, 2021 to, among other things, carry on the business of making, holding and divesting of investments from time to time and to act as the general partner of limited partnerships. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax XI GP Co. Limited is Apax XI EUR GP L.P. Inc.’s general partner.

Apax XI USD GP L.P. Inc. is a Guernsey incorporated limited partnership (with separate legal personality) formed on December 8, 2021 to, among other things, to carry on the business of acting as the general partner of, and being an investor in, certain investment fund vehicles. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax XI GP Co. Limited is Apax XI USD GP L.P. Inc.’s general partner.

Apax XI (Guernsey) USD AIV L.P. is a Guernsey limited partnership formed on December 8, 2021 to identify, research, negotiate, make, hold, monitor and realise one or more investments alongside the other vehicles comprising the fund known as “Apax XI”, with the principal objective of achieving long-term capital growth. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax IX USD GP L.P. Inc. is Apax XI (Guernsey) USD AIV L.P.’s general partner, while Apax XI GP Co. Limited is Apax XI (Guernsey) USD AIV L.P.’s investment manager.

Apax XI EUR L.P. is a Guernsey limited partnership and was formed on December 8, 2021 to function as an investment fund vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax XI EUR GP L.P. Inc. is Apax XI EUR L.P.’s general partner, while Apax XI GP Co. Limited is Apax XI EUR L.P.’s investment manager.

Apax XI EUR 1 L.P. is a Guernsey limited partnership and was formed on December 8, 2021 to function as a co-investment fund vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax XI EUR GP L.P. Inc. is Apax XI EUR 1 L.P.’s general partner, while Apax XI GP Co. Limited is Apax XI EUR 1 L.P.’s investment manager.

Apax XI EUR SCSp is a Luxembourg special limited partnership and was formed on February 1, 2022 to identify, research, negotiate, make, hold, monitor and realise investments, with the principal objective of achieving long term capital growth. The registered office and principal place of business is 1-3, Boulevard de la Foire, 1528 Luxembourg, and its primary telephone number is +352 20 60 43 88. Apax XI GP SARL acts as managing general partner of Apax XI EUR SCSp.

Apax XI USD L.P. is a Guernsey limited partnership and was formed on December 8, 2021 to function as an investment fund vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax XI USD GP L.P. Inc. is Apax XI USD L.P.’s general partner, while Apax XI GP Co. Limited is Apax XI USD L.P.’s investment manager.

Apax XI USD 2 L.P. is a Guernsey limited partnership and was formed on December 8, 2021 to function as a co-investment fund vehicle. The registered office and principal place of business is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ, and its primary telephone number is +44 1481 810000. Apax XI USD GP L.P. Inc. is Apax XI USD 2 L.P.’s general partner, while Apax XI GP Co. Limited is Apax XI USD 2 L.P.’s investment manager.

Apax XI USD SCSp is a Luxembourg special limited partnership and was formed on February 1, 2022 to identify, research, negotiate, make, hold, monitor and realise investments, with the principal objective of achieving long term capital growth. The registered office and principal place of business is 1-3, Boulevard de la Foire, 1528 Luxembourg, and its primary telephone number is +352 20 60 43 88. Apax XI GP SARL acts as managing general partner of Apax XI EUR SCSp.

Apax XI GP SARL is a Luxembourg limited liability company and was formed on January 26, 2022 for the purposes of: (1) the acquisition of participations in one or more special limited partnerships (sociétés en commandite spéciales) governed by Luxembourg law, in the capacity as general partner (associé commandité) of such partnerships and (2) the management of such partnerships in the capacity as manager (gérant), as the case may be. The registered office and principal place of business is 1-3, Boulevard de la Foire, 1528 Luxembourg, and its primary telephone number is +352 28 80 66 58.

Tasmania Midco, LLC was formed as a limited liability company in Delaware on July 29, 2024, solely for the purpose of entering into the Merger Agreement, consummating the Merger with the Company and engaging in the Transactions and has not engaged in any business, conducted any operations or incurred any liabilities or obligations other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto and arranging of the equity financing in connection with the Merger. The principal place of business is 1 Knightsbridge, London SW1X 7LX, United Kingdom, and its primary telephone number is +44-20-7872-6300.

Tasmania Merger Sub, Inc. was formed as a corporation in Delaware on July 29, 2024, solely for the purpose of entering into the Merger Agreement, consummating the Merger with the Company and engaging in the Transactions. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business, conducted any operations or incurred any liabilities or obligations, other than as incidental to its formation and in connection with the Transactions. Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will continue as the Surviving Corporation and a wholly owned subsidiary of Parent. The principal place of business is 1 Knightsbridge, London SW1X 7LX, United Kingdom, and its primary telephone number is +44-20-7872-6300.

Tasmania Parent, Inc. was formed as a corporation in Delaware on July 29, 2024, solely for the purpose of holding equity interests in Tasmania Holdco, Inc. in order to consummate the Merger with the Company and engage in the Transactions. Tasmania Parent, Inc. has not engaged in any business, conducted any operations or incurred any liabilities or obligations other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto. The principal place of business is 1 Knightsbridge, London SW1X 7LX, United Kingdom, and its primary telephone number is +44-20-7872-6300.

Tasmania Holdco, Inc. was formed as a corporation in Delaware on July 29, 2024, solely for the purpose of holding equity interests in Tasmania Midco, LLC in order to facilitate the Transactions. Tasmania Holdco, Inc. has not engaged in any business, conducted any operations or incurred any liabilities or obligations other than those incidental to its formation and pursuant to the Rollover Agreement and the Transactions, the performance of its obligations thereunder and matters ancillary thereto. The principal place of business is 1 Knightsbridge, London SW1X 7LX, United Kingdom, and its primary telephone number is +44-20-7872-6300.

Tasmania GP Co. Limited is a Guernsey limited company and was formed on July 29, 2024 to act as the general partner to certain investment fund vehicles. The registered office and principal place of business is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP, and its primary telephone number is +44 1481 749733.

Hobart Equity Holdco, LP is a Guernsey limited partnership and was formed on July 29, 2024 to function as a holding vehicle. The registered office and principal place of business is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP, and its primary telephone number is +44 1481 749733. The general partner of Hobart Equity Holdco, LP is Tasmania GP Co. Limited, of which Mark Babbe and Robert Guilbert are directors, Simon Shaw is an alternate director and Aztec Financial Services (Guernsey) Limited is the resident agent, administrator and secretary.

Set forth below for each officer and director of the foregoing Apax Entities, is his or her respective principal occupation or employment, the name of the organization in which such occupation or employment is conducted, the five-year employment history of each such person and country of citizenship, the business address and telephone number:

No Apax Entity or any of their officers or directors listed above has, to the knowledge of the Apax Entities, during the past (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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.

Designated Executives

The address and phone number of the current principal place of employment for each of the Designated Executives is set forth below:

Thoughtworks Holding, Inc.
200 East Randolph Street, 25th Floor
Chicago, Illinois 60601
(312) 373-1000

No Designated Executive has, to his or her respective knowledge, as applicable, during the past five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been 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.

THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this Information Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Information Statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this Information Statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section entitled “Where You Can Find More Information” beginning on page [•].

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and the description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is contained in, or incorporated by reference into, this Information Statement, the Schedule 13E-3, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Parent or any of their respective subsidiaries, affiliates or businesses. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The description of the Merger Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Annex A and incorporated herein by reference.

Form and Effects of the Merger; Certificate of Incorporation and Bylaws; Directors and Officers

Upon the terms and subject to the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

At the Effective Time,

•        all of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and

•        all debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the certificate of incorporation of the Company will be amended and restated in its entirety in a form attached as Annex D to this Information Statement, until amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation, and consistent with certain obligations under the Merger Agreement.

At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation until amended in accordance with the applicable provisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws, and consistent with certain obligations under the Merger Agreement.

The directors of Merger Sub as of immediately prior to the Effective Time will become the initial directors of the Surviving Corporation at the Effective Time, each such director to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.

The officers of the Company as of immediately prior to the Effective Time will become the initial officers of the Surviving Corporation at the Effective Time, each such officer to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly appointed.

Consummation and Effectiveness of the Merger

Unless another time, date or place is mutually agreed in writing by Parent, Merger Sub and the Company (with the prior consent of the Special Committee), the Closing will take place remotely at 9:00 A.M. Eastern Time on the date that is three business days after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in the Merger Agreement and described in the section entitled “The Merger Agreement — Conditions to Consummation of the Merger”, other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions. The Merger will become effective when we, Parent and Merger Sub cause to be executed and filed a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL, or such later time as may be specified in the certificate of merger.

Consideration to be Received in the Merger

At the Effective Time, unless otherwise mutually agreed by the Company, Parent and Merger Sub or by Parent and the applicable holder, upon the terms and subject to the conditions set forth in the Merger Agreement, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, the following will occur:

•        each share of common stock of Merger Sub that is outstanding as of immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and each certificate representing ownership of such shares of common stock of Merger Sub will represent ownership of shares of common stock of the Surviving Corporation;

•        each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive the Per Share Price, less any applicable tax withholdings, in accordance with the provisions of the Merger Agreement; and

•        each share of Company Common Stock that is an Owned Company Share will be cancelled and extinguished without being converted or consideration being paid for such share.

The Per Share Price and any other similarly dependent items (including the Option Consideration and the Converted Option Cash Award) will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to the Company Common Stock occurring on or after the date of the Merger Agreement and prior to the Effective Time.

Treatment of Equity Awards in the Merger

Company Options

Vested Company Options. At the Effective Time, except as otherwise explicitly agreed in writing by the parties to the Merger Agreement or between Parent and the holder of a Company Option, each Vested Company Option will be cancelled and the holder of such Vested Company Option will receive an amount in cash, less any applicable tax withholdings, equal to the Option Consideration, which will be paid by the Surviving Corporation as promptly as practicable following the Closing Date, but no later than the first payroll date following the Closing Date.

Unvested Company Options. At the Effective Time, except as otherwise explicitly agreed in writing by the parties to the Merger Agreement or between Parent and the holder of the Company Option, each Unvested Company Option will be cancelled and converted into the contingent right solely to receive a Converted Option Cash Award, which is an aggregate amount in cash, without interest, less any applicable tax withholdings, equal to the product obtained by multiplying (A) the excess, if any, of the Per Share Price over the per share exercise price of such Unvested Company Option, by (B) the number of shares of Company Common Stock covered by such Unvested Company Option immediately prior to the Effective Time. The Converted Option Cash Award will remain subject to the same vesting schedule applicable to the related Unvested Company Option, including any acceleration of vesting provisions, but excluding any terms rendered inoperative by reason of the foregoing or the Transactions and for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Option Cash Award. Payment of each portion of a Converted Option Cash Award will be made by the Surviving Corporation as promptly as practicable following the applicable vesting date, but no later than the first payroll date commencing after such vesting date.

Out-of-the-Money Company Options. Any Company Option that has a per share exercise price that is equal to or greater than the Per Share Price, whether vested or not, will be cancelled for no consideration as of the Effective Time.

Company Restricted Stock Unit Awards and Company Performance Stock Unit Awards

In each case below, except as otherwise explicitly agreed in writing by the parties to the Merger Agreement or between Parent and the holder of the Company Equity Award:

•        Vested Company Restricted Stock Unit Awards. At the Effective Time, each Company Restricted Stock Unit Award that is vested and outstanding immediately prior to the Effective Time, and each November 2024 RSU, will be cancelled, with the applicable holder becoming entitled solely to receive, in full satisfaction of the rights of such holder with respect thereto, a fully vested amount in cash, less any applicable tax withholdings, equal to the RSU Consideration, payable by the Surviving Corporation as promptly as practicable following the Closing Date, but no later than the first payroll date following the Closing Date.

•        Unvested Awards. At the Effective Time, each Company Restricted Stock Unit Award and each Company Performance Stock Unit Award, in each case, that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms or as set forth above will, in each case, be assumed by Parent and be converted into the contingent right solely to receive a Converted Stock Unit Cash Award, which is an aggregate amount in cash, without interest, less any applicable tax withholdings, equal to the product obtained by multiplying (A) the Per Share Price by (B) the number of shares of Company Common Stock covered by such Company Equity Award immediately prior to the Effective Time (with the number of shares of Company Common Stock subject to any Company Performance Stock Unit Award determined assuming achievement of target-level performance). Payment of each portion of a Converted Stock Unit Cash Award will be made by the Surviving Corporation as promptly as practicable following the applicable vesting date, but no later than the first payroll date commencing after such vesting date. After giving effect to the accelerated vesting of the November 2024 RSUs, the vesting conditions applicable to the Converted Stock Unit Cash Awards converted from Company Restricted Stock Unit Awards will be modified so that 50% of such Converted Stock Unit Cash Awards (on an individual-by-individual basis) will vest on each of the first and second anniversaries of the Closing Date. The Converted Stock Unit Cash Award will otherwise continue to vest on the same schedule and conditions as applied to the applicable Company Equity Award and will

otherwise remain subject to the same terms and conditions as applied to the corresponding Company Equity Award, as applicable, immediately prior to the Effective Time, including any acceleration of vesting provisions and any performance-based vesting conditions (as may be adjusted or modified by Parent in connection with the Transactions), and including payment above target for performance above the target performance-level consistent with the terms of the applicable Company Equity Award, and such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Stock Unit Cash Award. However, each Converted Stock Unit Cash Award that was a Company Performance Stock Unit Award subject to relative TSR vesting conditions will instead be subject to the treatment set forth in the section entitled “The Special Factors — Interests of our Directors and Executive Officers in the Merger”.

Employee Stock Purchase Plan

The Company ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger).

Dissenting Company Shares

No Dissenting Company Shares will be converted into, or represent the right to receive, the Per Share Price pursuant to the Merger Agreement. Holders of Dissenting Company Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL less any applicable tax withholdings, except that any Dissenting Company Shares held by Company stockholders who have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become cancelled and exchanged for, as of the Effective Time, the right to receive the Per Share Price, and if such shares are represented by stock certificates, the Per Share Price payable in respect of such shares will only be payable upon surrender of the stock certificates that formerly evidenced such shares in the manner provided in the Merger Agreement.

The Company will give Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company in respect of Dissenting Company Shares; and (B) the opportunity to participate in and control all negotiations and legal proceedings with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares. The Company may not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Procedures for Receiving the Per Share Price

Exchange Fund

At or prior to the Closing, Parent will deposit (or cause to be deposited) the Exchange Fund with the Payment Agent by wire transfer of immediately available funds; provided, that the Company will deposit with the Payment Agent at the Closing such portion of such aggregate consideration from cash or cash equivalents held by the Company or its subsidiaries as specified in such request.

Certificates

Promptly following the Effective Time (and in any event within five business days), Parent and the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate or Certificates:

•        a letter of transmittal in customary form (which will provide for the submission of an applicable IRS Form W-8 and/or W-9 by such holder of record and specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Payment Agent); and

•        instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price payable in respect thereof.

Upon surrender of Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of outstanding shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price, and the Certificates so surrendered will be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof. No interest will be paid or accrued for the benefit of holders of the Certificates on the Per Share Price payable upon the surrender of such Certificates.

Uncertificated Shares

No holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive with respect to such Uncertificated Shares. In lieu thereof, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of outstanding shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price, and the exchanged Uncertificated Shares will be cancelled. Until so cancelled, outstanding Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof. No interest will be paid or accrued for the benefit of holders of Uncertificated Shares on the Per Share Price payable upon the transfer of such Uncertificated Shares.

DTC Payment

Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Payment Agent and the DTC with the objective that:

•        if the Closing occurs at or prior to 11:30 A.M., Eastern Time, on the Closing Date, then the Payment Agent will transmit to DTC or its nominees on the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the DTC Payment; and

•        if the Closing occurs after 11:30 A.M., Eastern Time, on the Closing Date, then the Payment Agent will transmit the DTC Payment to DTC or its nominees on the first business day after the Closing Date.

If a transfer of ownership of outstanding shares of Company Common Stock is not registered in the stock transfer books or ledger of the Company, or if the Per Share Price is to be paid in a name other than that in which the Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, the Per Share Price may be paid to a person other than the person in whose name the Certificate so surrendered or transferred is registered in the stock transfer books or ledger of the Company only if such Certificate is properly endorsed and otherwise in proper form for surrender and transfer and the person requesting such payment has paid to Parent (or any agent designated by Parent) any transfer taxes required by reason of the payment of the Per Share Price to a person other than the registered holder of such Certificate, or established to the satisfaction of Parent (or any agent designated by Parent) that such transfer taxes have been paid or are otherwise not payable. Any other transfer taxes will be borne by Parent in accordance with the Merger Agreement. Payment of the applicable Per Share Price with respect to Uncertificated Shares will only be made to the Person in whose name such Uncertificated Shares are registered in the stock transfer books or ledger of the Company.

Lost Stolen or Destroyed Certificates

In the event that any Certificates have been lost, stolen or destroyed, the Payment Agent will issue in exchange for such Certificate, upon the making of an affidavit of that fact by the holder thereof in form and substance reasonably acceptable to Parent, the Per Share Price payable in respect of such Certificate. Parent or the Payment Agent may, in its discretion and as a condition precedent to the payment of such Per Share Price, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such amount as it may direct as an indemnity against any claim that may be made against Parent, the Surviving Corporation or the Payment Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Required Withholding

Each of the Payment Agent, Parent, the Company, the Surviving Corporation, and their affiliates will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement to any holder or former holder of outstanding shares of Company Common Stock or Company Equity Awards, or any other applicable person, such amounts as are required to be deducted or withheld therefrom pursuant to any tax laws. To the extent that such amounts are so deducted or withheld and remitted to the applicable governmental authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Distribution of Exchange Fund to Parent

Any portion of the Exchange Fund that remains undistributed to the holders of outstanding shares of Company Common Stock on the date that is one year after the Effective Time will be delivered to Parent upon demand, and any holders of outstanding shares of Company Common Stock that were issued and outstanding immediately prior to the Merger who have not theretofore surrendered their Certificates representing such outstanding shares of Company Common Stock for exchange pursuant to the Merger Agreement or whose Uncertificated Shares have not been transferred pursuant to the Merger Agreement will thereafter look for payment of the Per Share Price payable in respect of such Uncertificated Shares or the outstanding shares of Company Common Stock represented by such Certificates solely to Parent (subject to abandoned property, escheat or similar Laws), solely as general creditors thereof, for any claim to the Per Share Price to which such holders may be entitled pursuant to the Merger Agreement. Any amounts remaining unclaimed by holders of any such Certificates or Uncertificated Shares two years after the Effective Time, or at such earlier date as is immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any governmental authority, will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any such holders (and their successors, assigns or personal representatives) previously entitled thereto.

Representations and Warranties

The Company, Parent and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and, as applicable, their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by a confidential disclosure letter delivered by us to Parent and Merger Sub. The representations and warranties made by us are also subject to, and qualified by, certain information in our filings made with the SEC since July 1, 2022 but no later than one day prior to the date of the Merger Agreement.

The Company’s representations and warranties to Parent and Merger Sub in the Merger Agreement relate to, among other things:

•        the organization, good standing, qualification of the Company and its subsidiaries;

•        the Company’s corporate power and authority to execute and deliver the Merger Agreement, perform its obligations thereunder and to consummate the Transactions, and the enforceability and due execution and delivery of the Merger Agreement;

•        the Special Committee’s determination as to the Merger Agreement, and its recommendation to the Company Board regarding the same;

•        the Company Board Recommendation;

•        receipt of a fairness opinion from Lazard by the Special Committee;

•        the Requisite Stockholder Approval and Stockholder Consent;

•        the absence of conflicts with the Company’s (or its subsidiaries’) governing documents, applicable laws and contracts;

•        the compliance with required regulatory filings and authorizations, consents or approvals of governmental authorities;

•        the capitalization of the Company;

•        the reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC and other regulatory agencies and the accuracy of the information contained in those documents;

•        the financial statements of the Company and the Company’s internal system of disclosure controls and procedures concerning financial reporting;

•        the indebtedness of the Company and its subsidiaries;

•        the absence of certain undisclosed material liabilities;

•        the absence of certain changes, events and actions since December 31, 2023;

•        property owned or leased by the Company and its subsidiaries;

•        ownership of, or rights with respect to, the intellectual property of the Company and its subsidiaries;

•        certain material contracts of the Company and its subsidiaries (as determined in accordance with the Merger Agreement);

•        the payment of taxes, the filing of tax returns and other tax matters related to the Company and its subsidiaries;

•        compensation and benefits plans, agreements and arrangements with or concerning employees of the Company and its subsidiaries;

•        compliance with laws related to labor and employment by the Company and its subsidiaries;

•        compliance with environmental laws and permits by the Company and its subsidiaries and other environmental matters;

•        compliance with anti-corruption, export and re-export control and trade and economic sanctions laws by the Company and its subsidiaries;

•        compliance with applicable laws and possession of required permits and licenses;

•        the absence of certain suits, claims, actions, proceedings or litigation;

•        certain matters related to the insurance policies and arrangements of the Company and its subsidiaries;

•        brokers’ and finders’ fees and other expenses payable by the Company;

•        the applicability of, and the Company’s compliance with, certain state takeover statutes; and

•        the acknowledgment that there are no further representations and warranties made by or on behalf of Parent and Merger Sub, other than in the Merger Agreement or in any certificate delivered in connection therewith, and the Company’s non-reliance on any other such further representations and warranties.

Parent and Merger Sub also made a number of representations and warranties, including the following:

•        the corporate or limited liability company organization, good standing and qualification of each of Parent and Merger Sub;

•        the corporate or limited liability company power, authority and authorization to execute, deliver and perform the Merger Agreement and to consummate the Transactions;

•        the absence of conflicts with Parent and Merger Sub’s governing documents, applicable laws and contracts;

•        the compliance with required regulatory filings and authorizations, consents or approvals of governmental authorities;

•        the availability, force and effect of each of Parent and Merger Subs organizational documents;

•        the absence of certain suits, claims, actions, proceedings or litigation;

•        brokers’ and finders’ fees and other expenses payable by Parent;

•        the operations of each of Parent and Merger Sub;

•        the equity commitment letter to be delivered to the Company as of the date of the Merger Agreement;

•        the solvency of Parent and Merger Sub; and

•        the acknowledgment that there are no further representations and warranties made by or on behalf of the Company, other than in the Merger Agreement or in any certificate delivered in connection therewith, and Parent and Merger Sub’s non-reliance on any other such further representations and warranties.

None of the representations and warranties in the Merger Agreement survive the Effective Time.

Several of the Company’s representations and warranties in the Merger Agreement are qualified by a materiality or Company Material Adverse Effect standard. Subject to certain exclusions, a “Company Material Adverse Effect” means any change, event, effect or circumstance (each, an “Effect”) that, individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. However, none of the following Effects with respect to the following matters (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (subject to the limitations set forth below):

1)      general economic or business conditions in the United States or any other country or region in the world, or changes in conditions in the global economy generally, or any country’s or region’s economy;

2)      conditions (or changes thereof) in the financial markets, credit markets or capital markets in the United States or any other country or region in the world, including (1) changes in interest rates or credit ratings in the United States or any other country; (2) changes in exchange rates for the currencies of any country; or (3) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world;

3)      general conditions (or changes thereof) and trends in the industries in which the Company and its subsidiaries generally conduct business;

4)      regulatory, legislative or political conditions (or changes thereof) in the United States or any other country or region in the world;

5)      geopolitical conditions, cyberterrorism, outbreak of hostilities, armed conflicts, acts of war, sabotage, terrorism or military actions (including, in each case, any escalation or general worsening of any of the foregoing) in the United States or any other country or region in the world;

6)      earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, pandemics (including SARS-CoV-2 or COVID-19, any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks), epidemics, or other outbreaks of diseases, quarantine restrictions, weather conditions and other force majeure events in the United States or any other country or region in the world (or escalation or worsening of such events or occurrences, including, as applicable, subsequent wave(s));

7)      inflation or any changes in the rate of increase or decrease of inflation;

8)      resulting from the negotiation, execution, announcement or performance of the Merger Agreement or the pendency or consummation of the Transactions (including the identity of Parent, Merger Sub and their respective affiliates, financing sources and investors), including the impact thereof on the relationships, contractual or otherwise, of the Company and its subsidiaries with employees, suppliers, customers, partners, vendors or any other third person;

9)      the taking of any action (or refraining from taking any action) expressly required to be taken, or expressly prohibited from being taken pursuant to or in accordance with the Merger Agreement;

10)    arising from any action taken or refrained from being taken, in each case to which Parent has expressly approved, consented to or requested in writing (including by email) following the date of the Merger Agreement;

11)    changes in GAAP or other accounting standards or in any applicable laws or regulations (or the official interpretation of any of the foregoing) after the date of the Merger Agreement;

12)    price or trading volume of the Common Stock, in and of itself or any change, in and of itself, in the credit rating or ratings outlook of any of the Company or any of its subsidiaries, as applicable (it being understood that any cause of such change (to the extent not otherwise falling within any of the other exceptions applicable to the definition of “Company Material Adverse Effect”) may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur);

13)    any failure, in and of itself, by the Company and its subsidiaries to meet (A) any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period or (B) any budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (with respect to each of the foregoing clauses (A) and (B), it being understood that any cause of any such failure (to the extent not otherwise falling within any of the exceptions provided by this definition of “Company Material Adverse Effect”) may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur if not otherwise excluded under this definition);

14)    the availability or cost of equity, debt, or other financing to Parent or Merger Sub;

15)    certain matters set forth in the disclosure letter delivered by the Company to Parent and Merger Sub concurrently with the execution and delivery of the Merger Agreement (the “Company Disclosure Letter”);

16)    any transaction litigation threatened, made or brought against the Company or any of its directors or officers arising out of the Merger or any of the other Transactions;

17)    any termination of, reduction in or similar negative impact on relationships with any employees, customers, suppliers or partners, in each case, to the extent resulting from the identity of the Sponsors, Parent or Merger Sub or their respective affiliates or the respective equity or debt financing sources of, or investors in, any of the foregoing or the public announcement of the respective plans or intentions of the foregoing with respect to the Company or its business; and

18)    any breach by Parent or Merger Sub of the Merger Agreement,

except, with respect to clauses one through seven and clause eleven above, to the extent that such Effect has had a disproportionate adverse effect on the Company and its subsidiaries relative to other companies operating in the industry or industries in which the Company and its subsidiaries conducts business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred or would otherwise by expected to occur.

Conduct of Business by the Company Prior to Consummation of the Merger

Except as expressly required or permitted by the Merger Agreement, as set forth in the Company Disclosure Letter, as required by applicable law or with the prior written approval of Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the Interim Period, the Company will, and will cause each of its subsidiaries to:

•        use its reasonable efforts to carry on its business in the ordinary course of business, consistent with past practice; and

•        use its commercially reasonable efforts to (1) preserve intact in all material respects its present business, (2) keep available the services of its present officers and key employees (other than where termination of such services is for cause) and (3) preserve its relationships with customers, suppliers, distributors, licensors, licensees and other persons with which it has significant business dealings.

No action taken by the Company or any of its subsidiaries with respect to matters explicitly permitted by an exception to any of the actions described below will be deemed a breach of this paragraph.

Except (1) as set forth in the Company Disclosure Letter; (2) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (3) as required by applicable law; or (4) as expressly contemplated by the terms of the Merger Agreement, at all times during the Interim Period, the Company will not directly or indirectly, including through any subsidiary, and will not permit any of its subsidiaries to:

•        propose to adopt any amendments to or amend the Company Certificate of Incorporation, the Company Bylaws or any other similar organizational document of any of the Company’s subsidiaries (other than immaterial amendments);

•        authorize for issuance, issue, grant, sell, pledge, encumber, deliver or transfer or agree or commit to issue, grant, sell, pledge, encumber, deliver or transfer any equity securities of the Company and its subsidiaries, except for the issuance and sale of shares of Company Common Stock pursuant to the exercise or settlement of Company Equity Awards outstanding as of the date of the Merger Agreement and in each case in accordance with and required by their terms as in effect on the date of the Merger Agreement;

•        acquire, repurchase or redeem, directly or indirectly, or amend any of the equity securities of the Company and its subsidiaries except (1) for repurchases, withholdings, or cancellations of the securities of the Company and its subsidiaries required pursuant to the terms and conditions of Company Equity Awards outstanding as of the date of the Merger Agreement, as in effect on the date of the Merger Agreement, or (2) transactions solely between the Company and any of its direct or indirect wholly-owned subsidiaries or solely among the Company’s wholly-owned subsidiaries;

•        other than cash dividends made by any of its wholly-owned subsidiaries to the Company or another of its wholly-owned subsidiaries, (1) split, combine or reclassify any shares of equity securities; (2) declare, set aside, establish a record date for, authorize or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any equity securities, or make any other actual, constructive or deemed distribution in respect of the shares of capital stock; (3) pledge or encumber any of its equity securities other than pursuant to liens permitted in accordance with the Merger Agreement; or (4) modify the terms of any of its equity securities;

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

•        (1) incur or assume any indebtedness, except for (a) trade payables and letters of credit issued in the ordinary course of business consistent with past practice and which are identified to Parent prior to Closing, and (b) loans or advances to direct or indirect wholly-owned subsidiaries in the ordinary course of business consistent with past practices, (2) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any material obligations of any third person, or (3) make any loans, advances or capital contributions to or investments in any other person (other than

(x) between wholly-owned subsidiaries of the Company or between the Company and its wholly-owned subsidiaries, (y) advancement of expenses with respect to employees of the Company and its subsidiaries in the ordinary course of business consistent with past practices or (z) transactions in the ordinary course of business consistent with past practice and not in excess of $500,000 individually, or $2,000,000 in the aggregate);

•        except as required by applicable law or the existing terms of any Employee Benefit Plan in effect on the date of the Merger Agreement and set forth the Company Disclosure Letter or, solely with respect to ordinary course amendments, modifications or renewals referred to in the first sub-bullet below, would not materially increase the cost of any Employee Benefit Plan:

•        enter into, adopt, amend, modify, renew or terminate any Employee Benefit Plan or any plan, policy, program, agreement, arrangement or contract that would be an employee benefit plan if in existence on the date of the Merger Agreement (except as otherwise expressly permitted by this paragraph);

•        grant, announce or pay any severance, special bonus, change of control, retention, equity or equity-based or similar or other award or new compensation or benefit to any current or former director, employee or service provider, other than the payment of annual bonuses in the ordinary course of business consistent with past practice to any current director, employee or service provider whose annual base cash compensation is less than $300,000;

•        increase or decrease, or accelerate the time of vesting, funding or payment of, any compensation or benefit payable or provided to any current or former director, employee or service provider;

•        hire or promote, engage, temporarily layoff, furlough or terminate (other than termination for cause) any director, employee or service provider whose annual base compensation exceeds or would exceed $300,000;

•        waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former director, employee or service provider;

•        forgive any loans to any current or former director, employee or service provider;

•        enter into, modify, amend, negotiate, extend or terminate any labor agreement or, unless required by law, recognize or certify any labor union, labor organization, works council, employee representative, or group of employees as the bargaining representative for any employees of the Company or its subsidiaries;

•        implement or announce any employee layoffs, facility or plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other similar actions that would require issuance of notices or other obligations under WARN (as defined in the Merger Agreement);

•        acquire, sell, lease, mortgage, pledge, abandon, encumber, license or dispose of, any material property, equity securities or assets, whether in any single transaction or a series of related transactions, except for (1) transactions pursuant to contracts existing on the date of the Merger Agreement that are set forth on the Company Disclosure Letter, (2) transactions in the ordinary course of business consistent with past practice and not in excess of $500,000 individually, or $2,000,000 in the aggregate, (3) transactions regarding non-exclusive licenses granted by the Company or any of its subsidiaries in the ordinary course of business or (4) sales or purchases of inventory in the ordinary course of business consistent with past practice;

•        authorize, incur or commit to incur any capital expenditure(s) that in the aggregate exceeds, in any given fiscal quarter, 110% of the amount set forth in the capital expenditure budget with respect to such fiscal quarter of the Company, as made available to Parent prior to the date of the Merger Agreement;

•        except as required by applicable law or GAAP (as defined in the Merger Agreement), make any material change in any of its accounting principles or practices;

•        (1) make, revoke or change any material tax election, except for elections made in the ordinary course of business or consistent with the past practices of the Company and its subsidiaries, (2) surrender any claim for a refund of material taxes, (3) enter into any closing agreement with respect to material taxes, (4) file any material amended tax return, (5) settle or compromise any material tax liability or any audit or proceeding relating to material taxes, (6) request or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment in respect of material taxes (other than in the ordinary course of business or, in the case of a request, pursuant to customary extensions of the due date to file a tax return), (7) knowingly fail to pay any material tax that becomes due and payable (including estimated tax payments), or (8) make any request for a private letter ruling, administrative relief, technical advice, or other similar request with any governmental authority, in each case, in relation to tax;

•        (1) enter into any contract that, if in existence on the date of the Merger Agreement, would be, amend in any material respect, or grant any release, waiver or relinquishment of any material rights under, certain Company intellectual property licenses or a contract with certain customers, (2) fail to maintain or allow to lapse or expire, dispose of or abandon, including by failure to pay the required fees in any jurisdiction, any material intellectual property rights used in or held for use in its business or grant permission to enter into the public domain any confidential information or material trade secrets included in the Company intellectual property (other than as applicable, pursuant to certain non-exclusive licenses granted to customers and contracts entered into between the Company or any of its subsidiaries and its employees, consultants and contractors substantially on the Company’s standard forms or contracts for open source software in the ordinary course of business consistent with past practices), or (3) grant any exclusive rights with respect to, or divest, any the material intellectual property rights of the Company or any of its subsidiaries

•        settle or compromise any pending or threatened legal proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any liability, other than the settlement, compromise, payment, discharge or satisfaction of legal proceedings and liabilities (1) reflected or reserved against in full in the audited balance sheet included in the audited consolidated balance sheet (and the notes thereto) of the Company and its subsidiaries as of December 31, 2023, (2) covered by existing insurance policies, or (3) settled since the respective dates thereof in the ordinary course of business consistent with past practice;

•        except as required by GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable other than in the ordinary course of business consistent with past practice;

•        other than in the ordinary course of business consistent with past practice (provided, that this exception in this clause will not apply to (A) any material rights under certain Company intellectual property licenses or contracts with certain customers, which will be governed by a separate section of the Merger Agreement, (B) certain material contracts set forth in the Merger Agreement or (C) expirations of any material contract in accordance with the terms and conditions contained therein), (1) amend or waive any material provision of any material contract, (2) enter into any contract that would have been a material contract had it been in effect as of the date of the Merger Agreement or (3) renew any material contract (other than on terms that are no less favorable, in the aggregate, to the Company and its subsidiaries);

•        other than the expiration of any material contract in accordance with the terms and conditions contained therein, terminate any material contract;

•        enter into or adopt any “poison pill” or similar stockholder rights plan;

•        enter into any joint venture, partnership or other similar arrangement with any third person; or

•        enter into a contract to do any of the foregoing, or announce an intention, enter into a formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

Efforts; Regulatory Filings

Under the terms of the Merger Agreement, the Company and Parent have agreed to, and to cause their respective subsidiaries to, use their respective reasonable best efforts to:

•        take, or cause to be taken, all reasonable actions and to do, or cause to be done, all reasonable things necessary and proper under applicable laws to consummate and make effective the Merger as soon as practicable, and in any event before the Termination Date, including preparing and filing all forms, registrations and notifications to or with any governmental authority required to be filed to consummate the Merger;

•        satisfy the conditions to consummating the Merger in the Merger Agreement; and

•        obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order or approval of, waiver or any exemption by, any governmental authority.

In addition, the parties to the Merger Agreement have agreed that the obligations of Parent include taking, and causing its subsidiaries to take or cause to be taken, all actions and doing, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions prior to the Termination Date, and Parent will further take action as may be necessary to resolve such objections, if any, as any governmental authority responsible for any Antitrust Law (as defined in the Merger Agreement) or FDI Law (as defined in the Merger Agreement) may assert under any law with respect to the Transactions, and to avoid or eliminate each and every impediment under any law that may be asserted by such governmental authority with respect to the Transactions, including:

•        proposing, negotiating, committing to and effecting, by settlement, consent decree, hold separate order, stipulation or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent or its subsidiaries (including the Surviving Corporation); and

•        otherwise taking or committing to take any actions that after the Effective Time would limit the freedom of Parent, or their respective subsidiaries (including the Surviving Corporation) with respect to, or their ability to retain, one or more of their businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any order in any legal proceeding that would otherwise have the effect of preventing the Closing; provided, however, that neither the Company nor any of its subsidiaries will become subject to, or be required to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order, unless (1) Parent has provided its prior written consent (not to be unreasonably withheld, conditioned or delayed) to such requirement, condition, understanding, agreement or order and (2) such requirement, condition, understanding, agreement or order is binding only in the event that the Closing occurs.

For the avoidance of doubt, the obligations described in this section “The Merger Agreement — Efforts; Regulatory Filings” will not apply to any investment funds affiliated with Parent or portfolio companies of such investment funds, in each case, other than (x) the Company or any of its subsidiaries or (y) with respect to the assets, properties, business, operations or ownership of the Company or any of its subsidiaries. Notwithstanding the foregoing, (1) nothing described in this paragraph will qualify or limit in any respect the obligations of Parent and Merger Sub to make any necessary filings with or submissions to, or supply information or documentation to, or engage in communications with, governmental authorities as required by the above and (2) solely for purposes of the termination provisions of the Merger Agreement, Parent will be deemed to be in material breach of its obligations described in this section “The Merger Agreement — Efforts; Regulatory Filings” in the event that the failure to obtain clearance under the HSR Act, any Antitrust Law or any FDI Law is primarily due to the failure of any controlled affiliate of Parent or Merger Sub or the Sponsors to make any necessary filings with or submissions to, or supply information or documentation to, governmental authorities as would be required by such persons pursuant to the HSR Act, any applicable Antitrust Law or any applicable FDI Law in connection with the Transactions.

Stockholder Consent

On August 5, 2024, following the execution and delivery of the Merger Agreement, the Significant Company Stockholder, holding shares representing approximately 61.2% of the voting power of the outstanding shares of Company Common Stock as of such date (i.e., based on 323,160,161 shares of Company Common Stock outstanding), delivered the written consent constituting the Requisite Stockholder Approval. As a result, no further action by our stockholders is required under applicable law, the Company Certificate of Incorporation, the Company Bylaws or the Merger Agreement to adopt the Merger Agreement or approve the Merger, and we will not be (1) soliciting your vote for the adoption of the Merger Agreement or approval of the Merger or (2) calling a special meeting of our stockholders for purposes of voting on the adoption of the Merger Agreement or approval of the Merger.

No Solicitation; Acquisition Proposals; Company Board Recommendation Change

The Company has agreed that during the Interim Period, the Company and its subsidiaries will not, will cause their directors and officers not to, and will use reasonable best efforts to cause their other Representative not to, directly or indirectly:

•        solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

•        furnish to any third person any non-public information relating to the Company and its subsidiaries or afford to any third person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its subsidiaries, in any such case with the intent to induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal;

•        participate or engage in discussions, communications or negotiations with any third person with respect to an Acquisition Proposal or inquiry;

•        approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or

•        enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction, other than certain permissible confidentiality agreements.

For purposes of the Merger Agreement and the references in this Information Statement:

•        “Acquisition Proposal” means any inquiry, offer or proposal relating to an Acquisition Transaction.

•        “Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

•        any direct or indirect purchase or other acquisition by any third person, whether from the Company or any other person(s), of securities representing more than 20% of the total outstanding voting power of the Company after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or “group” of persons that, if consummated in accordance with its terms, would result in such person or “group” of persons beneficially owning more than 20% of the total outstanding voting power of the Company after giving effect to the consummation of such tender or exchange offer;

•        any direct or indirect purchase, license (other than non-exclusive licenses) or other acquisition by any third person of assets constituting or accounting for more than 20% of the consolidated assets (including equity securities of the Company’s subsidiaries), revenue or net income of the Company and its subsidiaries, taken as a whole (measured by the fair market value thereof as of the date of such purchase or acquisition); or

•        any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution, joint venture or other transaction involving the Company or any of its subsidiaries pursuant to which any third person would (x) hold securities representing more than 20% of the total outstanding voting power of the Company outstanding after giving effect to the consummation of such transaction or (y) acquire assets (including equity securities of the Company’s subsidiaries) constituting or accounting for more than 20% of the revenue, net income or consolidated assets of the Company and its subsidiaries, taken as a whole.

•        “Company Board Recommendation Change” means if the Company Board or Special Committee takes any of the following actions:

•        withholds, withdraws, amends, qualifies or modifies, or publicly proposes to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation, in each case, in a manner adverse to Parent (it being understood that it shall be considered a modification adverse to Parent if (1) any Acquisition Proposal structured as a tender or exchange offer is commenced and the Company Board fails to publicly recommend that the Company Stockholders reject such tender or exchange offer within ten (10) business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (2) any Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer)) and the Company Board fails to issue a public press release within ten (10) Business Days of such public announcement providing that the Company Board reaffirms the Company Board Recommendation;

•        adopts, approves, endorses, recommends or otherwise declares advisable (or publicly proposes to adopt, approve, endorse, recommend or otherwise declare advisable) an Acquisition Proposal; or

•        fails to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than two (2) separate occasions).

The Company is required to promptly (and, in any event, within forty eight (48) hours from the receipt thereof) notify Parent in writing if any inquiry, request for discussions or negotiations or request to review non-public information that would reasonably be expected to indicate an interest in making or effecting an Acquisition Proposal or an Acquisition Transaction, offers or proposals or requests for non-public information or discussions that constitute or would reasonably be expected to lead to an Acquisition Proposal, or any material revisions to the terms and conditions of any pending Acquisition Proposals, are received by the Company or any of its Representatives, with such notice including a summary of the material terms and conditions of such inquiries, offers or proposals.

By virtue of the Company’s receipt of the Stockholder Consent on August 5, 2024, following the execution and delivery of the Merger Agreement, the following provisions of the Merger Agreement are no longer applicable:

•        Prior to the Company’s receipt of the Stockholder Consent on August 5, 2024, the Company Board or the Special Committee were allowed, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to (1) participate or engage in discussion or negotiations and furnish non-public information with respect to an unsolicited bona fide Acquisition Proposal that was reasonably likely to lead to a Superior Proposal, and (2) (a) withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or modify, the Company Board Recommendation, in each case, in a manner adverse to Parent, (b) effect a Company Board Recommendation Change in connection with an Acquisition Proposal or (c) effect a Company Board Recommendation Change in response to an Intervening Event (as defined in the Merger Agreement).

Directors’ and Officers’ Indemnification and Insurance

From and after the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, to the fullest extent permitted by applicable laws, as in effect as of or after the date of the Merger Agreement, indemnify and hold harmless each present and former director and officer of the Company or any of its subsidiaries and each person who served as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan maintained by the Company or any of its subsidiaries (collectively,

the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim. In addition, from and after the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation will advance costs and expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any D&O Claim promptly (and in any event within ten days) after receipt by the Surviving Corporation of a written request for such advance to the fullest extent permitted under applicable law; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such person is not entitled to indemnification.

For not less than six years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation must contain provisions no less favorable with respect to exculpation, limitations on liability of Covered Persons, indemnification of and advancement of expenses to Covered Persons than are set forth as of the date of the Merger Agreement in the Company Certificate of Incorporation and the Company Bylaws. If any D&O Claim (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification under the Merger Agreement on or prior to the sixth anniversary of the Effective Time, the provisions of the Merger Agreement shall continue in effect until the final disposition of such D&O Claim. Following the Effective Time, the indemnification contracts, if any, in existence on the date of the Merger Agreement with any of the Covered Persons will be assumed by the Surviving Corporation, without any further action, and will continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent must assume and honor and perform, and cause the Surviving Corporation and its subsidiaries to honor and perform, in accordance with their respective terms, each of the applicable covenants contained in the Merger Agreement.

Prior to the effective time, the Company must purchase (and pay in full the aggregate premium for) a six-year prepaid “tail” insurance policy (which policy by its express terms will survive the Merger) of at least the same coverage and amounts and containing terms and conditions that are no less favorable to the covered individuals as the Company and its subsidiaries’ existing directors’ and officers’ insurance policy or policies with a claims period of six years from the Effective Time for D&O Claims arising from facts, acts, events or omissions that occurred on or prior to the Effective Time; provided that the premium for such tail policy must not exceed 300% of the aggregate annual amounts currently paid by the Company and its subsidiaries for such insurance (such amount being the “Maximum Premium”). If such tail policy cannot be obtained or can be obtained only by paying aggregate annual premiums in excess of the Maximum Premium, the Company will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Maximum Premium. Parent will cause the Surviving Corporation to cause any such policy to be maintained in full force and effect, for its full term, and Parent must cause the Surviving Corporation to honor all its obligations thereunder.

If Parent or the Surviving Corporation (1) consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (2) sells, transfers or otherwise conveys all or substantially all of its properties and assets to any person, then proper provision must be made so that such continuing or surviving corporation or entity or transferee of such assets (and their respective successors and assigns), as the case may be, will assume the obligations described above.

For purposes of the Merger Agreement and the references in this Information Statement:

•        “D&O Claim” means any threatened, asserted, pending or completed claim, action, suit, proceeding, inquiry or investigation, whether instituted by any party hereto, any Governmental Authority or any other Person, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to a Covered Person’s duties or service (1) as a director or officer of the Company or any of its subsidiaries at or prior to the Effective Time (including with respect to any acts, facts, events or omissions occurring in connection with the approval of the Merger Agreement and the Merger, including the consideration and approval thereof and the process undertaken in connection therewith and any D&O Claim relating thereto) or (2) at the request or for the benefit of the Company or any of its subsidiaries at or prior to the Effective Time as a director, trustee or officer of any other entity or enterprise, including service with respect to employee benefit plans maintained by the Company or any of its subsidiaries.

Financing of the Merger; Equity Commitment Letter

We presently estimate that the total funds necessary to consummate the Merger on the Closing Date will be approximately $[•] million, assuming no exercise of dissenters’ rights by stockholders of the Company, which will be funded by the Equity Commitment Letter (subject to those conditions described below in the section entitled “The Merger Agreement — Conditions to Consummation of the Merger”), which will provide Parent and Merger Sub at and as of the Closing Date with sufficient immediately available cash funds, taken together with the cash or cash equivalents held by Parent, Merger Sub and the Company and its subsidiaries, to consummate the Merger and to make all cash payments required to be made in connection therewith on the Closing Date.

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

In connection with the Transactions, Parent and the Sponsors have entered into the Equity Commitment Letter. Pursuant to the terms and subject to the conditions set forth therein, each Sponsor will severally (and not jointly or jointly and severally) commit to Parent to purchase, or cause the purchase of, directly or indirectly, at the Closing, the Closing Commitment. The Closing Commitment may be reduced to the extent that Parent and Merger Sub do not require the full amount of the Closing Commitment to fund all cash amounts payable pursuant to the Merger Agreement. The obligations of the Sponsors to fund the Closing Commitment are subject to (1) the satisfaction or waiver by Parent of each of the conditions to the obligations of Parent and Merger Sub to consummate the Merger pursuant to the Merger Agreement and (2) the substantially contemporaneous consummation of the Closing in accordance with the terms of the Merger Agreement. The Equity Commitment Letter provides that the Company is an express third-party beneficiary of, and is entitled to specifically enforce performance of the Sponsors’ obligations in accordance with and subject to the terms of the Equity Commitment Letter.

The Equity Commitment Letter also provides that if the Merger Agreement is terminated by the Company under certain circumstances where Parent may be liable for damages with respect to certain breaches by Parent or Merger Sub of the Merger Agreement or fraud by Parent or Merger Sub, the Sponsors will purchase, or cause the purchase of, equity securities of Parent for an aggregate amount in immediately available cash funds equal to the such damages (or, in the case of each Sponsor, its pro rata percentage of such amount), not to exceed $600,000,000 in the aggregate, which amount shall be used by Parent solely to fund and satisfy such damages (the “Damages Commitment”). The aggregate obligation of the Sponsors to fund any amounts pursuant to this paragraph of the Equity Commitment Letter shall in no event exceed $600,000,000 in the aggregate (or, in the case of each Sponsor, its pro rata percentage of such amount).

Continuing Employee Matters

Parent has agreed to cause its subsidiaries, including, without limitation, the Surviving Corporation, to, for a period of one year following the Effective Time (or, if earlier, the date of a Continuing Employee’s termination), provide to each Continuing Employee annual base salary and wage rates (for the avoidance of doubt, excluding long-term, equity and equity-based compensation opportunities or incentives, cash-target incentive compensation opportunities, stock purchase plans, change in control, transaction or retention bonuses) that are in the aggregate substantially similar to such annual base salary and wage rates (for the avoidance of doubt, subject to the same exclusions) provided to the Continuing Employees immediately prior to the Effective Time.

For purposes of the Merger Agreement and the references in this Information Statement:

•        “Continuing Employee” means each individual who is an employee of the Company or one of its subsidiaries immediately prior to the Effective Time and continues to be an employee of Parent or one of its subsidiaries (including the Surviving Corporation and its subsidiaries) immediately following the Effective Time.

Transaction Litigation

At all times during the Interim Period, the Company will provide Parent with prompt written notice of all transaction litigation (including by providing copies of all documents and pleadings with respect thereto) and keep Parent reasonably informed with respect to the status thereof. The Company will give Parent the opportunity to participate (at Parent’s expense) in the defense, settlement or prosecution of any transaction litigation; and consult with Parent with respect to the defense, settlement and prosecution of any transaction litigation. The Company

may not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any transaction litigation unless Parent has consented thereto in writing (which consent shall not be unreasonably withheld, delayed or conditioned).

For purposes of the preceding paragraph, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the transaction litigation by the Company (to the extent that the attorney-client work product or any other privilege, doctrine or protection between the Company and its counsel is not undermined), and Parent will be provided an opportunity to review, and the company will provide Parent with an opportunity to review, and Parent may offer comments or suggestions with respect to all filings or written responses to be made by the Company with respect to such transaction litigation (and the Company will give good-faith consideration to any such comments or suggestions) but will not be afforded any decision-making power or other authority over such transaction litigation except for the settlement or compromise consent set forth above.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including those relating to access to information and employees of the Company during the Interim Period, Section 16(a) of the Exchange Act, public statements and disclosure, stock exchange delisting and deregistration, anti-takeover laws and delivery by the Company of a FIRPTA certificate to Parent.

Conditions to Consummation of the Merger

The consummation of the Merger is subject to certain customary mutual conditions, including:

•        the Requisite Stockholder Approval having been obtained (which was satisfied on August 5, 2024 by virtue of the Company’s receipt of the Stockholder Consent);

•        any applicable waiting period (and any extension thereof) under the HSR Act having expired or been terminated;

•        obtaining the approval, authorization, consent, expiry of relevant period or confirmation of no jurisdiction, as applicable, under Antitrust Laws or FDI Laws, as applicable, of certain specified foreign jurisdictions;

•        no governmental authority of competent jurisdiction having issued or entered any order after the date of the Merger Agreement, and no law having been enacted, entered, enforced, or deemed applicable to the Merger after the date of the Merger Agreement, in each case, that (whether temporary or permanent) having taken effect and having the effect of restraining, enjoining, making illegal, or otherwise prohibiting the consummation of the Merger; and

•        this Information Statement having been mailed to our stockholders at least twenty (20) days prior to the Closing.

The obligations of Parent and the Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by Parent:

•        the accuracy of the representations and warranties of the Company in the Merger Agreement, subject, in most cases, to applicable materiality or other qualifiers, as of the date of the Merger Agreement and of the Closing Date, or as of the date in respect of which such representation or warranty was specifically made;

•        the Company having performed and complied in all material respects with all covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by it at or prior to the Closing;

•        the absence of a Company Material Adverse Effect since the date of the Merger Agreement; and

•        Parent and Merger Sub having received a certificate of the Company signed by a duly authorized officer of the Company dated as of the Closing Date, certifying that the foregoing conditions have been satisfied.

Our obligations to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions, any of which may be waived exclusively by us:

•        the accuracy of the representations and warranties of Parent and Merger Sub in the Merger Agreement, subject to applicable materiality or other qualifiers, as of the date of the Merger Agreement and of the Closing Date, or as of the date in respect of which such representation or warranty was specifically made;

•        Parent and Merger Sub having performed and complied in all material respects with all of their respective covenants, obligations and conditions of the Merger Agreement required to be performed and complied with by Parent and Merger Sub at or prior to the Closing;

•        the Company having received a certificate of Parent and Merger Sub signed by a duly authorized officer of Parent and Merger Sub dated as of the Closing Date, certifying that the foregoing conditions have been satisfied.

Termination of the Merger Agreement

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

•        at any time prior to the Effective Time by mutual written agreement of Parent and the Company;

•        by either the Company or Parent:

•        if (1) any governmental authority of competent jurisdiction issues or enters any order that has the effect of permanently restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger, and such order has become final and non-appealable or (2) if any law has been enacted, entered, enforced or deemed applicable to the Merger that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger; or

•        at any time on or after the Termination Date, unless the Effective Time has occurred prior to such time; provided that the right to terminate the Merger Agreement pursuant to the foregoing will not be available to any party to the Merger Agreement whose action or failure to act (which action or failure to act constitutes a breach by such party of the Merger Agreement and it being understood that a breach of the Merger Agreement by Merger Sub will be deemed to be a breach by Parent for all purposes of the Merger Agreement) has been the primary cause of, or primarily resulted in, the failure of the Effective Time to have occurred prior to the Termination Date.

•        by Parent:

•        if the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (1) would cause the conditions to Parent and Merger Sub’s obligations to consummate the Merger not to be satisfied and (2) is incapable of being cured by Company or is not cured by the earlier of (x) the Termination Date and (y) thirty (30) days of written notice thereof from Parent; provided that Parent is not then in breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement, which breach would give rise to the failure of a condition to the Company’s obligations to consummate the Merger to be satisfied.

•        by the Company:

•        if Parent or Merger Sub has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (1) would cause the conditions to the Company’s obligations to consummate the Merger not to be satisfied and (2) is incapable of being cured by Parent or is not cured by the earlier of (x) the Termination Date and (y) thirty (30) days of written notice thereof from the Company; provided that the Company is not then in breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement, which breach would give rise to the failure of a condition to Parent and Merger Sub’s obligations to consummate the Merger to be satisfied.

The Merger Agreement also includes a termination right by (1) the Company if the Stockholder Consent is not received by the Company within 24 hours following the execution and delivery of the Merger Agreement by Parent and Merger Sub (which was received on August 5, 2024) and (2) Parent if the Company Board or the Special Committee has effected a Company Board Recommendation Change.

By virtue of the delivery of the Stockholder Consent following the execution of the Merger Agreement, the provisions of the Merger Agreement providing for the ability of the Company to terminate the Merger Agreement due to a failure of the delivery of the Stockholder Consent are no longer applicable.

Termination Fee and Other Fees and Expenses

The Company agreed to pay Parent a termination fee of $38,000,000 (the “Company Termination Fee”) if the Merger Agreement is validly terminated by Parent due to the Company Board or the Special Committee having effected a Company Board Recommendation Change.

Apart from (1) Parent or the Surviving Corporation’s responsibility for the fees and expenses of the Payment Agent and (2) subject to certain exceptions, Parent’s obligations with respect to (a) transfer, stamp and documentary taxes or fees and (b) sales, use, real property transfer and other similar taxes arising out of or in connection with entering into the Merger Agreement and the consummation of the Merger, all fees and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such fees and expenses whether or not the Merger is consummated.

Amendments and Waivers

Subject to applicable law and the other provisions of the Merger Agreement, the parties to the Merger Agreement may amend the Merger Agreement at any time by their written and signed agreement. Given that the Company has received the Requisite Stockholder Approval, no such amendment may be made to the Merger Agreement that requires the approval of the Company Stockholders pursuant to the DGCL without such approval.

At any time prior to the Effective Time, any party to the Merger Agreement may, to the extent legally allowed and except as otherwise set forth in the Merger Agreement, upon such party’s written and signed agreement, (1) extend the time for the performance of any of the obligations or other acts of the other parties, as applicable; (2) waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant thereto; and (3) subject to the requirements of applicable law, waive compliance with any of the agreements or conditions for the benefit of such party contained in the Merger Agreement. Any delay in exercising any right pursuant to the Merger Agreement will not constitute a waiver of such right.

Specific Performance

Under the Merger Agreement, the parties to the Merger Agreement have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties do not timely perform the provisions of the Merger Agreement (including any party failing to take such actions as are required of it hereunder in order to consummate the Merger Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties to the Merger Agreement have acknowledged and agreed that, subject to the terms of the Merger Agreement, (1) the parties will be entitled to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions thereof and (2) the right of specific enforcement is an integral part of the Merger and without that right, neither the Company nor Parent would have entered into the Merger Agreement.

Subject to the terms of the Merger Agreement, the parties to the Merger Agreement have agreed not to raise any objections to (1) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of the Merger Agreement by the Company, on the one hand, or Parent and Merger Sub, on the other hand; and (2) the specific performance of the terms and provisions of the Merger Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and Merger Sub pursuant to the Merger Agreement. Any party seeking an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of

the Merger Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security.

Notwithstanding anything to the contrary in the Merger Agreement, under no circumstances will Parent, Merger Sub or the Company be permitted or entitled to receive both specific performance that results in the occurrence of the Closing and any monetary damages, including, with respect to Parent, the Company Termination Fee.

Governing Law; Jurisdiction and Waiver of Jury Trial

The Merger Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to the Merger Agreement, or the negotiation, execution or performance of the Merger Agreement or the Transactions, will be governed by the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

The parties agreed that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the Transactions (whether brought by any party or any of its affiliates or against any party or any of its affiliates) will be brought in the Delaware Court of Chancery or, if such court does not have jurisdiction, any federal court located in the State of Delaware, and each of the parties irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives any objection that it may have to the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parent, Merger Sub and the Company agreed that a final judgment in any such suit, action or proceeding in any such court will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Each party further irrevocably waived any and all right to trial by jury in any legal proceeding arising out of or related to the Merger Agreement or the Transactions.

SUMMARY FINANCIAL INFORMATION

The following table sets forth a summary of historical consolidated financial data for the Company as of and for the fiscal years ended December 31, 2023 and 2022. The selected financial data and the per share data set forth below should be read in conjunction with, the consolidated financial statements, including the notes thereto, and other financial information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). More comprehensive financial information is included in the 2023 Form 10-K, including management’s discussion and analysis of financial condition and results of operations, and the following summary is qualified in its entirety by reference to such report. The 2023 Form 10-K, including the financial statements included as Item 8 of Part II thereof, is incorporated by reference in this Information Statement. For additional information, see the section entitled “Where You Can Find More Information.”

Consolidated Statements of Loss and Comprehensive Loss

Consolidated Balance Sheet

Consolidated Statements of Cash Flows

For additional financial information, including with respect to book value of shares, see the section entitled “Market Information, Dividends and Certain Transactions in the Common Stock.”

MARKET INFORMATION, DIVIDENDS AND CERTAIN TRANSACTIONS IN THE COMMON STOCK

On September 17, 2021, the Company closed its IPO of 42,368,421 shares of Common Stock at a price of $21.00 per share, generating aggregate net proceeds to the Company of approximately $314.7 million. The Common Stock began trading on Nasdaq under the symbol “TWKS” on September 15, 2021. Prior to that, there was no public market for the Common Stock.

As of August 14, 2024, 323,265,179 shares of Common Stock were issued and outstanding. The Company’s book value per share of Common Stock as of December 31, 2023 was $2.40, calculated by dividing total equity of $773,130,000 by the total number of shares of Common Stock outstanding on December 31, 2023, of 322,407,385 shares of Common Stock.

The terms of the Merger Agreement do not allow us to declare or pay a dividend at any time during the Interim Period. Following the Merger there will be no further market for the Common Stock and the Common Stock will be delisted from Nasdaq and de-registered under the Exchange Act.

The following table sets forth, for the periods indicated, the high and low sales price of Common Stock on Nasdaq:

Other than the Merger Agreement, as discussed in the section entitled “The Merger Agreement” beginning on page [•], the Company, the Parent and their affiliates and the directors and officers of the Company have not executed any transactions with respect to the Common Stock during the past 60 days.

In the past two years, the Parent has not purchased any shares of Common Stock. In the past two years, the Company has not purchased any shares of Common Stock.

PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS

No provision has been made (1) to grant the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act, access to the corporate files of the Company, any other party to the Merger or any of their respective affiliates, or (2) to obtain counsel or appraisal services at the expense of the Company, or any other such party or affiliate.

APPRAISAL RIGHTS

Appraisal rights may be available under Delaware law. Beneficial owners and holders of record of shares of the Company Common Stock as of the date of the making of the demand described below, who continuously own or hold such shares through the Effective Time, who otherwise comply with Section 262(d) of the DGCL and who do not consent to the Merger in writing, will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of such owner’s or holder’s shares of the Company Common Stock and to receive the fair value of such shares of the Company Common Stock in cash as determined by the Delaware Court of Chancery. The “fair value” of your shares of the Company Common Stock as determined by the Delaware Court of Chancery may be higher or lower than, or the same as, the applicable portion of the Per Share Price that you are otherwise entitled to receive under the terms of the Merger Agreement.

The following discussion is a summary of appraisal rights under Section 262 and is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this Information Statement by reference. Strict compliance with the procedures set forth in Section 262 is required. This description and Section 262 should be reviewed carefully by any person who wishes to exercise appraisal rights or who wishes to preserve the right to do so, as failure to follow precisely any of the statutory requirements may result in the withdrawal, loss or waiver of your appraisal rights. Persons owning or holding shares of the Company Common Stock should assume that the Company will take no action to perfect any appraisal rights of any holder of the Company Common Stock. Any beneficial owner or holder of record of shares of the Company Common Stock who desires to exercise such owner’s or holder’s appraisal rights should review carefully Section 262 and is urged to consult such owner’s or holder’s legal advisor before electing or attempting to exercise such rights. The following summary neither constitutes legal or other advice nor a recommendation that owners or holders of the Company Common Stock seek to exercise their appraisal rights under Section 262. A beneficial owner or holder of record of the Company Common Stock who loses, waives or otherwise fails to properly exercise such owner’s or holder’s appraisal rights will be entitled to receive the applicable portion of the Per Share Price under the Merger Agreement.

Under Section 262, beneficial owners or holders of record of the Company Common Stock who submit a written demand for appraisal of such owner’s or holder’s shares of the Company Common Stock, and otherwise comply with the statutory requirements set forth in Section 262 and satisfy certain ownership thresholds set forth in Section 262, may be entitled to receive the fair value of such owner’s or holder’s shares of the Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

When a merger is approved by written consent without a meeting pursuant to Section 228 of the DGCL, as is the case with the Merger, Section 262 requires that either a constituent corporation before, or the surviving corporation within ten (10) calendar days after, the effective date of the merger notify each of its stockholders who is entitled to appraisal rights that appraisal rights are so available and must include in each such notice a copy of Section 262 or information directing stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. A copy of Section 262 is accessible at the following publicly available website without subscription or cost: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, which, as discussed above, is incorporated into this Information Statement by reference. Such notice, if given on or after the effective date of the merger, must also notify the stockholders of the effective date of the merger.

THIS INFORMATION STATEMENT CONSTITUTES THE OFFICIAL NOTICE OF APPRAISAL RIGHTS UNDER SECTION 262. COMPANY STOCKHOLDERS SHOULD NOT EXPECT TO RECEIVE ANY ADDITIONAL NOTICE WITH RESPECT TO THE DEADLINE FOR DEMANDING APPRAISAL RIGHTS.

Any beneficial owner or holder of record of Company Common Stock entitled to exercise appraisal rights may, within twenty (20) calendar days after the date of mailing of this Information Statement (i.e., on or prior to [•]), demand in writing from the Company or the Surviving Corporation, as applicable, the appraisal of such owner’s or holder’s shares of Company Common Stock; provided that a demand may be delivered to the Surviving Corporation

by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in the notice. For clarity, such 20-day period will begin to run on the date of mailing of this Information Statement.

With respect to holders of record, such demand will be sufficient if it reasonably informs the Company or the Surviving Corporation, as applicable, of the identity of the holder of the Company Common Stock making such demand and that such holder intends thereby to demand an appraisal of the fair value of such holder’s shares of the Company Common Stock. In addition to the foregoing requirements, with respect to beneficial owners, such demand will be sufficient if it reasonably informs the Company or the Surviving Corporation, as applicable, of the identity of the holder of the Company Common Stock making such demand and is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and provides an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f) of the DGCL. A beneficial owner exercising appraisal rights must continuously own the shares of the Company Common Stock through the Effective Time. Failure to strictly comply with the procedures set forth in Section 262 may result in a loss or waiver of appraisal rights.

A beneficial owner or holder of record of shares of the Company Common Stock who elects to exercise appraisal rights must mail or deliver the written demand for appraisal to the following address:

Thoughtworks Holding, Inc.
200 East Randolph Street, 25th Floor
Chicago, Illinois 60601
Attention: Ramona Mateiu

If the shares of the Company Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all owners of record. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a holder of record; however, such agent must identify the record owner or owners and expressly disclose in such demand that the authorized agent is acting as agent for the record owner or owners of such shares of the Company Common Stock. If shares of the Company Common Stock are held through a broker who in turn holds the shares of the Company Common Stock through a central securities depository nominee, a demand for appraisal of such shares of the Company Common Stock must identify the depository nominee as record holder. A record holder such as a broker, bank or other nominee who holds shares of the Company Common Stock as a nominee for others may exercise appraisal rights on behalf of one or more beneficial owners with respect to the shares of the Company Common Stock held for such beneficial owner or owners while not exercising such rights with respect to the shares of the Company Common Stock held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of shares of the Company Common Stock covered by such demand. Unless a demand for appraisal specifies a number of shares of the Company Common Stock, such demand will be presumed to cover all shares of the Company Common Stock held in the name of such record holder.

On or within ten (10) calendar days after the Effective Time, the Company, as the Surviving Corporation, must notify each holder of record of shares of the Company Common Stock who is entitled to appraisal rights of the date that the Merger has become effective; provided, however, that if such notice is sent more than twenty (20) calendar days following the sending of this Information Statement, such notice need only be sent to each beneficial owner and holder of record who is entitled to appraisal rights and who has demanded appraisal of such owner’s or holder’s shares of the Company Common Stock in accordance with Section 262.

Once a petition for appraisal is filed, the appraisal proceeding may not be dismissed as to any person absent approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and accept the applicable portion of the Per Share Price under the Merger Agreement within sixty (60) calendar days after the Effective Time.

Within one-hundred twenty (120) calendar days after the Effective Time, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and who is otherwise entitled to appraisal rights may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a

determination of the fair value of the Company Common Stock held by all persons entitled to appraisal. A beneficial owner or holder of record of the Company Common Stock demanding appraisal must serve a copy of the petition on the Surviving Corporation. If, within one-hundred twenty (120) calendar days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any owner or holder of the Company Common Stock that previously demanded appraisal will become entitled only to the applicable Per Share Price under the Merger Agreement. The Company is not obligated and does not currently intend to file a petition. Beneficial owners and holders of record should not assume that the Surviving Corporation will file such a petition or that the Surviving Corporation will initiate any negotiations with respect to the fair value of their shares of the Company Common Stock. Beneficial owners and holders of record of the Company Common Stock who desire to have their shares of the Company Common Stock appraised should initiate all necessary petitions to perfect their appraisal rights with respect to their shares of the Company Common Stock within the time prescribed in Section 262, and the failure of a beneficial owner or holder of record of shares of the Company Common Stock to file such a petition within the period specified in Section 262 could nullify such owner’s or holder’s previous written demand for appraisal.

In addition, any beneficial owner or holder of the Company Common Stock entitled to appraisal rights that has made a demand for appraisal in accordance with Section 262 is entitled, within one-hundred twenty (120) calendar days after the Effective Time and upon request in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Company Common Stock not consented in writing in favor of the Merger and with respect to which demands for appraisal have been received and the aggregate number of beneficial owners or holders of record owning or holding such shares of the Company Common Stock (provided that, where a beneficial owner makes a demand pursuant to Section 262(d)(3) of the DGCL, the record holder of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The statement must be given within ten (10) calendar days after such written request has been received by the Surviving Corporation or within ten (10) calendar days after the expiration of the period for delivery of demands for appraisal, whichever is later.

Upon the filing of a petition by any person other than the Surviving Corporation, service of a copy of such a petition will be made upon the Surviving Corporation. The Surviving Corporation will be required to, within twenty (20) calendar days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares of the Company Common Stock and with whom the Surviving Corporation has not reached agreements as to the value of such shares of the Company Common Stock. The Register in Chancery, if so ordered by the Delaware Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to the persons shown on such verified list at the address stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs thereof will be borne by the Surviving Corporation.

At the hearing on such petition, the Delaware Court of Chancery will determine those persons who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Delaware Court of Chancery may require that the persons who have demanded an appraisal for their shares of the Company Common Stock and who hold or own stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Delaware Court of Chancery may dismiss the proceedings as to any person who does not comply with such direction. Additionally, the Delaware Court of Chancery should dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the Company Common Stock eligible for appraisal or (2) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

After the Delaware Court of Chancery determines the persons entitled to an appraisal, the appraisal proceedings will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the fair value of the applicable shares of the Company Common Stock as of the Effective Time, taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with any interest from the Effective Date, to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, and except as otherwise provided in Section 262(h) of the DGCL, 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. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest will accrue after such payment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of the Company Common Stock as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. Upon application by the Company or any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the verified list described above may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

When the fair value of the applicable Company Common Stock is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

Beneficial owners and holders of record of the Company Common Stock should be aware that no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and beneficial owners and holders of record of the Company Common Stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the applicable consideration that they are otherwise entitled to receive under the terms of the Merger Agreement. The Company does not anticipate offering more than the Per Share Price to any holder of the Company Common Stock exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant Company Common Stock is less than the Per Share Price.

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

The Delaware Court of Chancery may also (1) assess costs of the proceeding among the parties as the Delaware Court of Chancery deems equitable, and (2) upon application of a person whose name appears on the verified list mentioned above, order all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and fees and expenses of experts, to be charged pro rata against the value of all shares of the Company Common Stock entitled to an appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of the Company Common Stock in compliance with Section 262 will be entitled to vote such shares of the Company Common Stock for any purpose or to receive payment of dividends or other distributions in respect of such Common Stock (except dividends or other distributions payable to holders of the Company Common Stock of record at a date which is prior to the Effective Time).

If, at any time within sixty (60) calendar days after the Effective Time, or thereafter with the Surviving Corporation’s written approval, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined such a proceeding as a named party delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal in respect of some or all of such person’s shares, such person will receive the applicable portion of the Per Share Price under the Merger Agreement with respect to such withdrawn shares and the right of such person to an appraisal of such withdrawn shares will cease. If a person who demands appraisal of such person’s shares of the Company Common Stock under Section 262 fails to perfect, successfully withdraws or loses such person’s right to appraisal, such person’s shares of the Company Common Stock will be deemed to have been converted at the Effective Time into the right to receive the applicable Per Share Price. Under Section 262(k) of the DGCL, once a petition for appraisal is filed, an appraisal proceeding may not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under Section 262(j) of the DGCL; provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within sixty (60) days after the Effective Time as set forth in Section 262(e) of the DGCL. If a petition for appraisal is not filed with the Delaware Court of Chancery within one hundred twenty (120) days after the Effective Time, then the rights of beneficial owners and holders of record to appraisal will cease.

BENEFICIAL OWNERS AND HOLDERS OF RECORD OF SHARES OF THE COMPANY COMMON STOCK CONSIDERING SEEKING TO EXERCISE THEIR APPRAISAL RIGHTS SHOULD BE AWARE THAT THE FAIR VALUE OF THEIR SHARES OF THE COMPANY COMMON STOCK AS DETERMINED UNDER SECTION 262 COULD BE HIGHER THAN, THE SAME AS OR LOWER THAN THE CONSIDERATION THEY WOULD RECEIVE PURSUANT TO THE MERGER IF THEY DID NOT SEEK APPRAISAL OF THEIR COMMON STOCK. FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 MAY RESULT IN A LOSS OR WAIVER OF STATUTORY APPRAISAL RIGHTS. CONSEQUENTLY, AND IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 262, ANY BENEFICIAL OWNER OR HOLDER OF RECORD OF SHARES OF THE COMPANY COMMON STOCK WISHING TO EXERCISE APPRAISAL RIGHTS IS URGED TO CONSULT THEIR LEGAL AND FINANCIAL ADVISORS BEFORE ATTEMPTING TO EXERCISE SUCH RIGHTS.

TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262, SECTION 262 WILL GOVERN.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of August 14, 2024, regarding the beneficial ownership of our common stock by:

•        each person known by us to beneficially own 5% or more of our common stock;

•        each of our directors;

•        each of our named executive officers; and