SRT StarTek Inc

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To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of common stock, par value $0.01 per share (the “Company Common Stock”), of StarTek, Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger, dated as of October 10, 2023, by and among Stockholm Parent, LLC, a Delaware limited liability company (“Parent”), Stockholm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (the “Merger Agreement”). A copy of the Merger Agreement is attached to the accompanying information statement as Annex A. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger (the “Surviving Corporation”). Upon consummation of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be cancelled and converted into the right to receive $4.30 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). However, the Merger Consideration will not be paid in respect of any shares that are owned by the Company and not held on behalf of third parties, Parent, Merger Sub, the Sponsor (as defined below) and any of their respective subsidiaries, and any shares that are owned by the stockholders of the Company who have properly and validly perfected their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the Delaware General Corporation Law (the “DGCL”), in each case, that are issued and outstanding immediately prior to the Effective Time.

The board of directors of the Company (the “Board”) (acting on the unanimous recommendation of a special committee, comprised solely of independent and disinterested directors (the “Special Committee”)) unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders (other than Parent, Merger Sub, the Sponsor, the Company’s directors and officers and their respective affiliates (such stockholders, the “Unaffiliated Stockholders”)), (ii) approved, authorized, adopted and declared advisable the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the transactions contemplated thereby, including the Merger, by the Company, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company for adoption and approval, and (iv) resolved to recommend that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

The adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement required the affirmative vote or written consent of the holders of Company Common Stock representing a majority of the aggregate voting power of the outstanding shares of Company Common Stock entitled to vote thereupon pursuant to Section 228 and Section 251 of the DGCL. On October 10, 2023, CSP Alpha Holdings Parent Pte Ltd (“CSP Alpha Parent”) and CSP Victory Limited (“CSP Victory” and, together with CSP Alpha Parent, the “Sponsor”), which on such date collectively beneficially owned more than a majority of the issued and outstanding shares of Company Common Stock and more than a majority of voting power of capital stock of the Company, delivered a written consent approving and adopting in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Sponsor Written Consent”), which Sponsor Written Consent is irrevocable and became effective at 6:00 P.M. New York City time on November 9, 2023. A copy of the Sponsor Written Consent is attached as Exhibit A to the Merger Agreement attached to the accompanying information statement as Annex A. As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to approve and adopt the Merger Agreement and the transactions contemplated thereby, and the Company will not be soliciting your vote for, or consent to, the adoption of the Merger Agreement and the approval of the transactions

contemplated thereby and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby. This notice and the accompanying information statement shall constitute notice to you from the Company of the Sponsor Written Consent contemplated by Section 228(e) of the DGCL.

This notice of action by written consent and appraisal rights and the accompanying information statement constitute notice to you from the Company of the Sponsor’s action by written consent to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, in lieu of a meeting.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Common Stock, other than Parent, Merger Sub, Sponsor and, in each case, their respective subsidiaries, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Company Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to the Company no later than 20 days after the mailing of this information statement, which mailing date is December 13, 2023, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex C.

This notice and the accompanying information statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger. We urge you to read the entire information statement carefully. Please do not send in the certificate(s) representing your shares of the Company Common Stock at this time. If the Merger is completed, you will receive instructions regarding payment for your shares of Company Common Stock.

BY ORDER OF THE BOARD OF DIRECTORS,

 

/s/ Bharat Rao

Bharat Rao

Chief Executive Officer

Neither the U.S. Securities and Exchange Commission 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.

This information statement is dated December 13, 2023 and is being mailed to stockholders on December 13, 2023.

The following, together with the summary of the Merger Agreement set forth under the section titled “The Merger Agreement,” is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the Merger Agreement attached to this information statement as Annex A, for a more complete understanding of the Merger. The following description is subject to, and is qualified in its entirety by reference to, the Merger Agreement. You may obtain additional information without charge as described in the section titled “Where You Can Find More Information.”

The Merger is a “going-private” transaction under SEC rules and the Exchange Act. Accordingly, Rule 13e-3 and related rules under the Exchange Act require that StarTek and the CSP Affiliates make certain disclosures regarding the Merger. This “Special Factors” section contains various information that you should read carefully. For example, the section entitled “—Background of the Merger” explains, among other things, StarTek’s purposes for the Merger, the alternative methods of achieving such purposes considered by the Special Committee and the Board, and the general negotiation of the Merger Agreement. The sections entitled “—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger”, “—Position of the Company of the Fairness of the Merger” and “—Position of the CSP Affiliates in connection with the Merger” respectively explain why the Special Committee and the Board, on the one hand, and the CSP Affiliates, on the other hand, believe that the Merger is advisable, fair to, and in the best interests of StarTek and the Unaffiliated Stockholders. The section entitled “—Opinion of Houlihan” summarizes the opinion of Houlihan to the Special Committee and analyses of Houlihan in connection with such opinion, each as described in that section. The section entitled “—Certain Effects of the Merger” explains the material steps for completing the Merger and results of the Merger, including the Merger Consideration to be received by the Unaffiliated Stockholders. You are encouraged to carefully read this “Special Factors” section and this entire information statement, along with the documents incorporated herein by reference.

CSP Management Limited, an exempted limited company formed under the laws of the Cayman Islands, through its affiliated investment funds (“CSP”), has maintained a controlling equity interest in the Company since it acquired an approximately 55% ownership stake in the Company on July 20, 2018. Since 2018, the Company has experienced multiple disruptions, which included COVID-19, a 2021 cyberattack and customer and management turnover, among other integration and operational challenges, which are discussed in the Company’s 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 89.

The Company’s senior management and the Board, including representatives of CSP who serve as members of the Company’s management team and as directors on the Board, regularly review the Company’s performance, strategy, competitive position, opportunities and prospects in light of current business and economic conditions, developments in the business process outsourcing services industry generally and opportunities and challenges facing participants in the industry. As part of these periodic reviews, the Company’s senior management and the Board, together with its various advisors, have regularly considered potential strategic alternatives to maximize value for the Company’s stockholders, including acquisitions, business combinations, dispositions and other strategic transactions.

On December 20, 2021, CSP submitted to the Board a non-binding written proposal to acquire all of the outstanding shares of Company Common Stock that were not already beneficially owned by CSP at a price per share of $5.40 in cash (the “December 2021 Proposal Letter”). The December 2021 Proposal Letter stated that CSP did not intend to sell its stake in the Company to a third party and that it expected a special committee of independent directors to consider the proposal carefully and make a recommendation to the Board with respect thereto. Additionally, the December 2021 Proposal Letter indicated that CSP would finalize its financing arrangements for a potential transaction in parallel with the negotiation of definitive documents for such transaction.

Later on December 20, 2021, CSP publicly filed the December 2021 Proposal Letter with the SEC via an amendment to its Schedule 13D initially filed on March 13, 2018 (as amended from time to time, the “Schedule 13D”).

On January 7, 2022, the Board held a meeting, with members of the Company’s senior management and representatives of its legal and financial advisors, to discuss the December 2021 Proposal Letter and to establish a special committee of the Board (the “2022 Special Committee”) consisting of directors Albert Aboody, Julie Schoenfeld and Jerry Schafer, each of whom the Board had determined to be independent and disinterested with respect to a potential transaction with CSP. The Board delegated to the 2022 Special Committee the authority to review and evaluate a potential transaction with CSP, oversee the negotiation of the terms and conditions of a potential strategic transaction with CSP and make recommendations to the Board with respect to any such potential transaction.

From January 2022 through March 2022, the 2022 Special Committee met with its legal and financial advisors via videoconference 14 times to discuss the December 2021 Proposal Letter. Among other considerations, the 2022 Special Committee discussed the need to obtain reliable assurances from CSP of the availability of funds necessary to finance a potential transaction in order to determine whether CSP’s proposal was actionable. The 2022 Special Committee and its advisors also sought assurances from CSP with respect to its sources of debt financing.

In late March 2022, the 2022 Special Committee’s advisors met with CSP, its advisors and its prospective lenders to discuss the status of CSP’s debt financing. At this meeting, CSP stated that it intended to source the funds to cover the full purchase price based on the price per share of $5.40 proposed in the December 2021 Proposal Letter from debt financing. At the meeting, the representatives of CSP’s prospective lenders confirmed that such lenders had not yet conducted any recent due diligence of the Company, that they had not received internal approvals for the debt financing and that customary commitment papers were not available at that time.

On March 21, 2022, TheDeal.com published an article titled “Startek Minority Investors May Launch Counterbid,” discussing statements from minority stockholders of the Company regarding potential counteroffers for the Company. Following publication of this article, CSP reiterated to the 2022 Special Committee that CSP was not interested in selling its stake in the Company to any other party and that it had not engaged with other stockholders with respect to a potential sale of the Company. No such proposal from minority investors was received by the 2022 Special Committee.

In April 2022 and May 2022, the 2022 Special Committee met five times and continued to evaluate a potential transaction with CSP. Following inquiries from certain of the Company’s minority stockholders with respect to the status of its evaluation of the December 2021 Proposal Letter, the 2022 Special Committee told CSP that if it did not receive comfort with respect to CSP’s financing by mid-June, the 2022 Special Committee would instruct the Company to issue a press release to provide the Company’s stockholders an update from the 2022 Special Committee on the status of the process and would indicate in such communication that there was no actionable proposal that merited engagement due to a lack of assurances from CSP as to the availability of debt financing to finance the transaction.

In June 2022, CSP responded to the 2022 Special Committee that, in light of the then-limited availability of financing in the debt markets, among other factors, it was facing certain challenges to obtain the necessary debt financing and would commit an additional $20 million of equity financing to the potential transaction. CSP also noted that it expected its prospective lenders to complete their due diligence within four to six weeks from the date CSP committed the additional equity financing to the potential transaction.

On June 17, 2022, CSP delivered to the 2022 Special Committee a certification with respect to its $20 million equity commitment to support the proposal. CSP also indicated to the 2022 Special Committee that it expected its prospective lenders to be in a position to provide debt financing commitments within approximately five to seven weeks. The 2022 Special Committee agreed to await CSP’s debt commitments until early August 2022.

On June 21, 2022, the Company, on behalf of the 2022 Special Committee, issued a press release with respect to the status of CSP’s proposal, noting that the 2022 Special Committee was poised to engage substantively and without delay in response to CSP’s proposal if and when the 2022 Special Committee received assurance that CSP’s financing sources would commit to provide the requisite financing, subject to customary limitations on disbursement conditionality. CSP also filed an amendment to its Schedule 13D on June 21, 2022, disclosing the status of its equity and debt financing.

On August 8, 2022, the 2022 Special Committee received a non-binding written proposal from CSP to acquire all of the outstanding shares of Company Common Stock that were not already beneficially owned by CSP at a price per share of $4.65 in cash (the “August 2022 Proposal Letter”). The August 2022 Proposal Letter stated

that CSP had revised its original proposal included in the December 2021 Proposal Letter because of (a) volatility in the global financial markets that negatively affected the trading price of the Company Common Stock, (b) the Company’s weaker-than-expected financial and operational performance, and (c) volatile conditions in the debt markets that negatively impacted CSP’s ability to obtain debt financing for the potential transaction. The August 2022 Proposal Letter stated that CSP would finance the potential transaction entirely with equity financing and intended to deliver customary binding equity commitments concurrently with the execution and delivery of a definitive agreement and reiterated that CSP remained interested only in pursuing its proposed acquisition of the Company and did not intend on selling its stake in the Company to a third party. The August 2022 Proposal Letter also noted that CSP had available cash and/or unfunded capital commitments sufficient to pay the acquisition consideration and related costs and expenses.

Also on August 8, 2022, the 2022 Special Committee met via videoconference with its legal and financial advisors to discuss the August 2022 Proposal Letter. The 2022 Special Committee concluded CSP’s proposal was actionable given CSP’s confirmation in the August 2022 Proposal Letter that CSP had available cash or unfunded capital commitments sufficient to fund the acquisition consideration and costs and expenses relating to the potential transaction contemplated by the August 2022 Proposal Letter.

On August 9, 2022, CSP publicly filed the August 2022 Proposal Letter with the SEC via an amendment to its Schedule 13D.

On August 20, 2022, the 2022 Special Committee met via videoconference with its legal and financial advisors. Following discussion, the 2022 Special Committee determined that CSP’s revised proposal price was not adequate and instructed its financial advisor to relay to CSP its determination that the revised price was not adequate, which the financial advisor did on August 21, 2022. When communicating its determination to CSP, the 2022 Special Committee did not make a proposed counteroffer.

In late August and early September 2022, the 2022 Special Committee’s financial advisor and CSP held several discussions regarding the 2022 Special Committee’s rejection of CSP’s revised offer.

On September 9, 2022, the Company, on behalf of the 2022 Special Committee, issued a press release disclosing that the 2022 Special Committee had determined that CSP’s revised proposal at $4.65 per share of Company Common Stock was inadequate and not in the best interests of the stockholders of the Company. The 2022 Special Committee noted in such press release that it had communicated to CSP that it remained available to evaluate and respond to a revised proposal from CSP.

On September 16, 2022, the 2022 Special Committee met to discuss an inbound phone call received by its financial advisor from an advisor to a third party (“Party A”) that was potentially interested in a transaction with the Company. The advisor to Party A also requested information concerning the 2022 Special Committee’s activities. No information was provided to this advisor and no further action was taken by the 2022 Special Committee with respect to Party A in light of the vagueness of the request and CSP’s position that it was not interested in selling its stake in the Company to a third party. At this meeting, the 2022 Special Committee also discussed a call from CSP’s legal advisor to the 2022 Special Committee’s legal advisor during which CSP’s legal advisor informally asked whether the 2022 Special Committee would view favorably a potential transaction with CSP at a price per share of $5.40 in cash, which represented a 16% increase to CSP’s outstanding offer of $4.65 per share in cash. After discussion, the 2022 Special Committee concluded that it would not view an increase by 16% as meaningful and that it would not consider any proposal to be actionable, regardless of the offer price, if such proposal was not supported by reliable evidence as to the ability of the relevant counterparty to obtain the necessary financing.

On September 19, 2022, CSP delivered a letter to the 2022 Special Committee formally withdrawing its proposal contained in the August 2022 Proposal Letter. At the close of trading on September 19, 2022, the Company Common Stock was trading at $3.49 per share.

On November 22, 2022, MCI Capital, LC commenced a tender offer to purchase up to 4,000,000 shares of Company Common Stock at $4.20 per share and, following the expiration of the tender offer in January 2023, accepted for payment an aggregate of 2,940,646 shares of Company Common Stock. In January 2023, MCI

Capital, LC and Iowa City Capital Partners, LC (together, “MCI Stockholder”) also purchased shares of Company Common Stock in the open market. Following the tender offer and such open market purchases, the MCI Stockholder collectively owned approximately 7.37% of the outstanding shares of Company Common Stock as of January 6, 2023.

On December 27, 2022, CSP Alpha Holdings Pte. Ltd., a subsidiary of the Company (the “Alpha Subsidiary”), entered into an acquisition and redemption agreement with CSP Fund II LP and CSS Corp LP, a partnership formed for purposes of investing in CSS Corp Technologies (Mauritius) Limited (“CSS Corp LP”), an IT services and technology support solutions company, for the redemption in full of all of the partnership interests held by the Alpha Subsidiary in CSS Corp LP. The Alpha Subsidiary received proceeds from the redemption transaction of approximately $46 million. The Company used the proceeds from this redemption transaction towards the prepayment of existing debt.

On January 11, 2023, ESM Holdings Limited, a subsidiary of the Company, entered into a definitive agreement to sell 100% of the Company’s stake in Contact Center Company, a Saudi Arabian joint venture in which the Company had a 51% interest (the “CCC Transaction”). The Company received cash proceeds of approximately $69 million. The CCC Transaction closed on April 3, 2023. The Company used $55 million of the proceeds from the CCC Transaction towards the prepayment of existing debt.

Following the withdrawal of CSP’s proposal and through the first half of 2023, the Company continued to face business challenges and also experienced macroeconomic headwinds affecting its industry generally, including challenges associated with disruptive technologies, reduction in sales volumes by certain of the Company’s key clients to their end customers, and a lengthening of the Company’s sales conversion pipeline.

On May 26, 2023, as part of the Board’s regular evaluation of the Company’s business, strategy and prospects, the Board, representatives of the Company’s management and representatives of a financial advisor to the Company met via videoconference to discuss strategic alternatives available to the Company. The Company’s financial advisor noted that the Company’s stock price was trading at a discount as compared to peer companies in the same industry, likely due to the Company’s relatively small public float, in addition to certain factors related to its financial performance. The Company’s financial advisor further discussed with the Board challenges facing companies with relatively small market capitalizations and reviewed various strategic alternatives available to the Company, including organic value creation as a standalone company, share repurchases, strategic M&A and a sale of the Company. At the close of trading on May 26, 2023, the Company Common Stock was trading at $3.07 per share.

On June 10, 2023 and June 15, 2023, the Board met via videoconference to discuss the Company’s business, strategy and prospects, including strategic alternatives available to the Company. The Board noted that the Company’s share price had declined over the past three years despite the Company being profitable and having recently deleveraged. The Board discussed the various benefits and drawbacks of remaining a public company with a relatively small public float and market capitalization, including limitations that such a structure might place on the ability to drive investment and scale needed to compete in an industry facing disruption from emerging technologies. During these meetings, Mukesh Sharda, a director on the Board who is also a representative of CSP, in response to a question regarding CSP’s intentions with respect to its share ownership, informed the other directors that CSP continued to be uninterested in selling its stake in the Company to any other party. Following discussion, the Board noted that the Company would likely be more successful in navigating increasingly challenging industry dynamics as a private entity and determined that it would be beneficial to the Board if Mr. Sharda would explore with CSP whether it would consider making a proposal relating to a “going-private” transaction and revert to the full Board with preliminary observations at a future meeting.

On June 26, 2023, the Board, representatives of Sherman & Howard LLC, legal counsel to the Company (“Sherman”), and representatives of a financial advisor to the Company met via videoconference to discuss a potential going-private transaction. The financial advisor discussed the benefits and drawbacks of conducting a limited market check or an auction process. The Board and its advisors also considered that CSP had previously indicated it was not interested in selling its stake in the Company and that its position was unlikely to change. The members of the Board further discussed the challenges that the Company was facing as a public company against a backdrop of headwinds in the customer experience management sector and concluded that, in the event CSP made a proposal relating to a potential “going-private” transaction, the Board would consider forming a

special committee of independent and disinterested directors to evaluate such offer. The Board agreed that any such special committee would consist of Messrs. Aboody, Balasubramanian and Pahuja, each of whom the Board had determined to be independent and disinterested with respect to a potential transaction with CSP.

In July 2023, Messrs. Aboody, Balasubramanian and Pahuja interviewed legal and financial advisors to represent the special committee in connection with a potential transaction with CSP (the “Special Committee”), including Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) and Houlihan Lokey Capital, Inc. (“Houlihan”), neither of which had served as advisors to the 2022 Special Committee and both of which the Special Committee later formally retained.

On July 14, 2023, the Board and representatives of Sherman met via videoconference to further discuss a potential going-private transaction with CSP. Representatives of Gibson Dunn also attended a portion of the meeting. Mr. Sharda updated the Board on an offer that CSP intended to make for the acquisition of all of the outstanding shares of Company Common Stock not already beneficially owned by CSP at a price per share of $3.80 in cash. Following discussion, representatives of Gibson Dunn joined the meeting and provided the Board with an overview of certain procedural matters with respect to a potential transaction with CSP and reviewed fiduciary duties of directors in connection with any such transaction.

On July 18, 2023 after trading had closed for the day, the Board received a non-binding written proposal from CSP to acquire all of the outstanding shares of Company Common Stock that were not already beneficially owned by CSP at a price per share of $3.80 in cash (the “July 2023 Proposal Letter”), representing a premium of approximately 33% over the Company’s closing share price on July 18, 2023 of $2.86 and of approximately 32% above the 30-day volume-weighted average price per share as of July 18, 2023 of $2.88. The July 2023 Proposal Letter stated that CSP was not contemplating selling its interests in the Company or approving any combination of the Company with, or a sale of all or substantially all of the assets of the Company to, any other potentially interested party. The July 2023 Proposal Letter also stated that CSP would finance the potential transaction with fully committed equity capital and that the potential transaction would not be subject to any financing condition.

On July 18, 2023, CSP publicly filed the July 2023 Proposal Letter with the SEC via an amendment to its Schedule 13D.

On August 1, 2023, the Board, representatives of the Company’s management and Sherman met via videoconference to discuss, among other matters, the July 2023 Proposal Letter and the proposed formation of a special committee to consider the potential transaction with CSP.

On August 2, 2023, Houlihan provided a relationship disclosure letter (the “Houlihan Relationship Letter”) to Gibson Dunn, which was later delivered to the Special Committee, regarding Houlihan’s relationships with the Company and CSP from July 23, 2021 through July 24, 2023. The Houlihan Relationship Letter confirmed prior oral communications made by Houlihan on the topic to Gibson Dunn and Messrs. Aboody, Balasubramanian and Pahuja.

On August 4, 2023, Messrs. Aboody, Balasubramanian and Pahuja met with representatives of Gibson Dunn and Houlihan via videoconference to discuss and consider certain organizational and other matters related to the July 2023 Proposal Letter, including Houlihan’s due diligence process for its financial analysis of CSP’s proposal. Representatives of Gibson Dunn noted the importance of the independence and disinterestedness of each of the members of the special committee to be formed by the Board and reviewed the directors’ fiduciary duties in connection with the proposed transaction with CSP. Following discussion, Messrs. Aboody, Balasubramanian and Pahuja instructed a representative of Gibson Dunn to reach out to Latham & Watkins LLP, counsel to CSP (“Latham”), and inform Latham that they were considering CSP’s proposal and had determined to engage each of Gibson Dunn and Houlihan as advisors to the special committee to be formed.

Later on August 4, 2023, a representative of Gibson Dunn called a representative of Latham to relay the directors’ message and discuss preliminary matters with respect to a potential transaction between the Company and CSP. Representatives of Gibson Dunn and Latham also discussed certain clarifications regarding the July 2023 Proposal Letter, including the contemplated stockholder approval process.

On August 7, 2023, the Board executed a unanimous written consent that formally established the Special Committee, consisting of Messrs. Aboody, Balasubramanian and Pahuja, each of whom the Board had determined to be independent and disinterested with respect to a potential transaction with CSP, and delegated to the Special Committee authority to, among other things, (i) explore, consider, review, evaluate and, if

appropriate, negotiate the terms of a potential transaction with CSP, (ii) determine whether pursuing a potential transaction with CSP was in the best interest of the Unaffiliated Stockholders and (iii) make recommendations to the Board with respect to a potential transaction with CSP. The Board also resolved that it would not approve any possible transaction with CSP unless the Special Committee, in its sole discretion, provided a prior recommendation in favor of such transaction.

On August 10, 2023, the MCI Stockholders delivered to the Board a letter in response to the July 2023 Proposal Letter (the “MCI Letter”), which expressed concern with the price reflected in the July 2023 Proposal Letter and the fact that the July 2023 Proposal Letter did not specifically state that a potential transaction with CSP would be subject to a condition requiring the approval of a majority of the Unaffiliated Stockholders (referred to herein as a “Majority of the Minority Condition”).

On August 11, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference to discuss the July 2023 Proposal Letter and the MCI Letter. The Special Committee discussed the MCI Stockholders’ desire for a Majority of the Minority Condition in any potential transaction with CSP and considered whether the Special Committee would need to require a Majority of the Minority Condition in any such transaction. The Special Committee, together with Gibson Dunn and Houlihan, then discussed the December 2021 Proposal Letter and August 2022 Proposal Letter, as well as market changes that had occurred during and since the prior process with CSP in 2022 and challenges facing the business process outsourcing services industry generally. Representatives of Gibson Dunn explained to the directors the Special Committee’s role, mandate and powers as approved by the Board, noting that the Special Committee was not authorized by the Board to consider alternative transactions in light of CSP’s position in the July 2023 Proposal Letter that it was not contemplating selling its interests in the Company or approving any combination of the Company with, or a sale of all or substantially all of the assets of the Company to, any other potentially interested party. The representatives of Gibson Dunn also again reviewed with the Special Committee its fiduciary duties in the context of considering the potential transaction with CSP. A representative of Gibson Dunn confirmed Gibson Dunn’s view that each of the directors was independent and disinterested with respect to a potential transaction with CSP following Gibson Dunn’s review of the directors’ responses to the independence questionnaires that Gibson Dunn had distributed to the Special Committee. A representative of Houlihan confirmed the contents of the Houlihan Relationship Letter.

On August 16, 2023 and August 23, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference to discuss the status of Houlihan’s due diligence on the Company and the financial forecasts that were being prepared by the Company’s management.

On August 24, 2023, Mr. Aboody received a communication from a stockholder of the Company other than CSP or the MCI Stockholders (“Stockholder A”) expressing concern with the fact that the July 2023 Proposal Letter did not make any reference to a Majority of the Minority Condition and Stockholder A’s hope that the Special Committee would negotiate a fair price for the Unaffiliated Stockholders (the “Stockholder A Communication”).

On August 31, 2023, the Special Committee met with representatives of the Company’s management, Gibson Dunn and Houlihan via videoconference. Representatives of the Company’s management reviewed with the members of the Special Committee their financial forecasts for the Company, which had been provided to the Special Committee in advance of the meeting, including the assumptions underlying the Company’s forecasts and certain factors, opportunities and risks affecting the Company’s forecasts. A discussion ensued regarding management’s financial forecasts as well as macroeconomic challenges affecting the Company and its industry generally.

On September 6, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference to further discuss the financial forecasts presented by the Company’s management at the prior meeting. Following discussion regarding the financial forecasts and the underlying assumptions, the Special Committee authorized Houlihan to use management’s financial forecasts for purposes of its financial analyses.

On September 10, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference. Representatives of Houlihan updated the Special Committee on the progress of Houlihan’s financial analysis of the terms of the July 2023 Proposal Letter as well as certain other factors relevant to a potential response to CSP, and the Special Committee and Houlihan discussed possible price points at which the Special Committee would be prepared to consider a potential transaction with CSP. The Special Committee and representatives of Gibson Dunn also discussed potential non-financial terms, including whether to require that any potential transaction with CSP be subject to a Majority of the Minority Condition and whether it was

advisable to suggest to CSP that in light of the MCI Letter and the Stockholder A Communication, it seek to obtain the support of other significant stockholders of the Company, including the MCI Stockholders and Stockholder A, in connection with a going-private transaction. Following such discussion, the Special Committee determined that Houlihan should communicate to CSP that the Special Committee would be prepared to consider a potential transaction if CSP increased the offer price per share to $4.50 in cash and agreed to a Majority of the Minority Condition. The Special Committee also instructed Houlihan to indicate to CSP the Special Committee’s belief that it would be helpful to solicit support from other significant stockholders in a potential transaction.

On September 11, 2023, the Board, representatives of the Company’s management and representatives of Sherman met to review management’s presentation of the Company’s financial forecasts that were previously presented to the Special Committee, including the assumptions underlying the Company’s financial forecasts and certain factors, opportunities and risks affecting the Company’s financial forecasts. Following discussion between the directors and management regarding the financial forecasts, the Board approved the financial forecasts and acknowledged that such financial forecasts would be used by the Special Committee and its advisors when evaluating the potential transaction with CSP.

On September 13, 2023, at the Special Committee’s direction, representatives of Houlihan had a telephonic meeting with representatives of CSP during which the representatives of Houlihan told CSP that the Special Committee would be prepared to consider recommending a transaction to the Board based on a price of $4.50 per share and would require a Majority of the Minority Condition. The representatives of Houlihan also asked CSP if it had engaged with any other Company stockholders regarding their potential support for or participation in any transaction with CSP or would consider obtaining the support of other significant Company stockholders. The representatives of CSP responded that CSP did not believe that a Majority of the Minority Condition would be necessary but indicated that CSP may be able to consider an increase of its offer and would revert in the following days. The representatives of CSP also re-affirmed that CSP was not interested in selling its stake in the Company to a third party.

Later on September 13, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference. Representatives of Houlihan updated the Special Committee on their conversation with CSP, including CSP’s position with respect to the Majority of the Minority Condition.

On September 14, 2023, representatives of Houlihan had a telephonic meeting with representatives of CSP during which the representatives of CSP informed Houlihan that CSP was prepared to improve its offer and increase the proposed price to $4.15 per share in cash (the “Revised Proposal”), which represented a premium of approximately 45% over the Company’s closing share price on July 18, 2023 and approximately 44% above the 30-day volume-weighted average price per share as of July 18, 2023. The representatives of CSP reiterated that CSP would not accept the Majority of the Minority Condition and that the Revised Proposal would be contingent on the absence of a Majority of the Minority Condition. The representatives of CSP also stated that CSP had not meaningfully engaged with other Company stockholders regarding their support for or participation in a potential transaction. Later that day, Houlihan relayed the Revised Proposal to the Special Committee.

On September 15, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference, and representatives of Houlihan updated the Special Committee on Houlihan’s conversation with CSP. The Special Committee and representatives of Houlihan and Gibson Dunn discussed the Revised Proposal and CSP’s position with respect to the Majority of the Minority Condition.

On September 20, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference to discuss the Revised Proposal. Representatives of Houlihan reviewed with the Special Committee Houlihan’s preliminary financial analyses with respect to the Revised Proposal as well as certain other financial and market considerations. A discussion ensued regarding the Revised Proposal, the Company’s financial forecasts and prospects as a standalone public company and the challenges facing the Company and its industry generally. The Special Committee and its advisors also discussed the MCI Letter and CSP’s position on a Majority of the Minority Condition. In light of these considerations, including the preliminary financial analyses, the Special Committee indicated that it could support moving forward with a potential transaction with CSP at a price per share higher than $4.20 (which is the price offered by the MCI Stockholders in their tender offer commenced on November 22, 2022) and that it would be willing to forego the Majority of the Minority Condition in order to give Company stockholders

the ability to achieve immediate liquidity and certainty of value at such a price. After discussion, the Special Committee instructed Houlihan to indicate to CSP that the Special Committee would be ready to support a transaction with CSP with no Majority of the Minority Condition based on a price of $4.35 per share in cash. Later that day, Houlihan relayed the Special Committee’s position to CSP.

On September 21, 2023, representatives of Houlihan had a telephonic meeting with representatives of CSP during which CSP agreed to increase its proposal to $4.30 per share in cash (the “Final Proposal”), which represented a premium of approximately 50% over the Company’s closing share price on July 18, 2023 and of approximately 49% above the 30-day volume-weighted average price per share as of July 18, 2023. The representatives of CSP noted that the Final Proposal was its best and final proposal and was contingent on the absence of any Majority of the Minority Condition. The representatives of CSP also stated that CSP would not require any further due diligence in order to move forward with the negotiation and signing of definitive transaction agreements and that CSP would provide an equity commitment letter at signing of definitive transaction agreements in respect of the full acquisition consideration. Following Houlihan’s meeting with CSP on September 21, 2023, representatives of Houlihan relayed to the Special Committee the terms of the Final Proposal, and the Special Committee agreed to move forward with the negotiation of definitive transaction agreements on the basis of the Final Proposal. At the instruction of the Special Committee, representatives of Houlihan communicated the same to CSP.

On September 22, 2023, representatives of Gibson Dunn and Latham discussed preliminary legal matters with respect to a potential transaction between CSP and the Company. The representatives of Gibson Dunn and Latham also discussed the stockholder consent process in light of the agreement between the Special Committee and CSP that there would be no Majority of the Minority Condition. The Latham representative indicated that the draft merger agreement that would be prepared by Latham would contemplate a delayed effectiveness of CSP’s written consent approving the transaction, which would provide the Special Committee with a window of a duration to be determined during which the Special Committee would have the ability to consider potential competing proposals from third parties and potentially negotiate with respect to a superior proposal following signing of a definitive agreement.

On September 27, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference to discuss the Final Proposal and key terms to be included in the draft merger agreement, including potential termination fees and the parameters of any non-solicitation provision that would be applicable to the Company.

Later on September 27, 2023, Latham delivered to Gibson Dunn the initial draft of the merger agreement for the proposed transaction. The draft merger agreement contemplated, among other things, (i) delivery by affiliates of CSP of an equity commitment letter in respect of the aggregate merger consideration, (ii) delivery by affiliates of CSP of a written consent approving the transaction concurrently with the execution of the merger agreement, which written consent would become effective after a to-be-negotiated number of days from execution of the merger agreement, (iii) a non-solicitation provision applicable to the Company that would allow the Board, under certain circumstances, to change its recommendation in the event of a superior proposal or intervening event; and (iv) a termination fee equal to 3% of the aggregate merger consideration payable by the Company to Parent under certain circumstances.

On October 2, 2023, Gibson Dunn sent a revised draft of the merger agreement to Latham. Among other things, the revised draft of the merger agreement prepared by Gibson Dunn (i) proposed that CSP’s written consent approving the transaction would become effective 30 days after execution of the merger agreement; (ii) provided that certain actions taken by (or the failure to take certain actions), at the direction of or with the knowledge of, CSP representatives serving on the Company’s management team would not constitute a breach of the merger agreement by the Company; (iii) reflected certain changes to the representations and warranties and to the no-shop provisions as well as a narrowing in scope and nature of the interim operating covenants applicable to the Company between signing and closing; (iv) reflected a reduction of the termination fee payable by the Company to Parent under certain circumstances from 3% to 2% of the aggregate merger consideration; and (v) included an expense reimbursement provision requiring Parent to pay up to $10 million to the Company in the event Parent failed to deliver CSP’s written consent as required by the merger agreement.

On October 4, 2023, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference to discuss the status of negotiations of the definitive transaction documents. Representatives of Gibson Dunn reviewed with the Special Committee the key open items in the draft merger agreement, including

(i) the size of the Company’s termination fee, (ii) the proposed expense reimbursement obligation of Parent in the event the merger agreement is terminated by the Company due to Parent’s failure to deliver CSP’s written consent as required by the merger agreement, (iii) the parameters of the Company’s non-solicitation obligations and the Board’s ability to change its recommendation in favor of the transaction with CSP, and (iv) whether any regulatory filings were applicable to the potential transaction with CSP. The Special Committee and Gibson Dunn also discussed a potential timeline for signing the definitive transaction agreements.

From October 5, 2023 through October 7, 2023, representatives of Latham and Gibson Dunn exchanged revised drafts of the merger agreement. The revised drafts of the merger agreement did not address the size of the Company’s termination fee or Parent’s expense reimbursement obligation. During this period, Gibson Dunn also transmitted to Latham certain information concerning the Company for purposes of the parties’ regulatory analyses.

On October 6, 2023, the Board met with representatives of Gibson Dunn and Sherman via videoconference to discuss the status of negotiations of the definitive transaction documents, a potential timeline for signing definitive transaction agreements and procedural matters relating to approval of the potential transaction.

On October 7, 2023, representatives of Latham sent an initial draft of the Equity Commitment Letter to Gibson Dunn. Also on October 7, 2023, representatives of Gibson Dunn sent an initial draft of the Company’s disclosure schedules to Latham. Between October 7, 2023 and execution of definitive agreements on October 10, 2023, representatives of Gibson Dunn and Latham negotiated and exchanged drafts of the Equity Commitment Letter and disclosure schedules.

On October 8, 2023, representatives of Latham sent a revised draft of the merger agreement to Gibson Dunn. Among other things, the revised draft of the merger agreement proposed a Company termination fee of 2.5% of the aggregate merger consideration. Later that day, representatives of Latham and Gibson Dunn had a telephonic meeting to discuss the open items in the merger agreement.

Following the telephonic discussion with Latham, on October 8, 2023, representatives of Gibson Dunn sent a revised draft of the merger agreement to Latham, in accordance with the instructions of the Special Committee, to provide for, among other things (i) a Company termination fee of 2.5% of the aggregate merger consideration and (ii) the removal of the expense reimbursement obligation of Parent.

Over the course of the day on October 9, 2023, representatives of Latham and Gibson Dunn exchanged drafts of the merger agreement and other transaction documents.

On October 10, 2023, prior to the commencement of trading hours, the Special Committee met with representatives of Gibson Dunn and Houlihan via videoconference. The Gibson Dunn representatives reviewed with the Special Committee the principal terms of the proposed merger agreement for the potential transaction with CSP, including (i) the Company’s non-solicitation obligations that would allow the Board, under certain circumstances, to change its recommendation in the event of a superior proposal or intervening event; (ii) CSP’s equity financing obligations; (iii) the expectation that CSP would deliver its written stockholder consent shortly after execution of the merger agreement, which would be the only stockholder approval required to consummate the potential transaction and would become effective 30 days after execution of the merger agreement; and (iv) closing conditions and termination rights and remedies. The representatives of Houlihan then reviewed with the Special Committee the financial terms of the transaction and discussed Houlihan’s financial analyses of the proposed transaction with CSP. Following discussion, the Houlihan representatives then verbally rendered Houlihan’s opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan’s written opinion addressed to the Special Committee dated October 10, 2023), to the effect that the Merger Consideration to be received by the Non-Affiliated Stockholders in the Merger, pursuant to the Merger Agreement, is fair to such stockholders from a financial point of view. For a discussion of Houlihan’s opinion see the section entitled “Special Factors—Opinion of Houlihan” beginning on page 23 of this information statement. Following further discussion and after consideration of the matters reviewed and discussed at the meeting and all prior meetings of the Special Committee, the Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and the Unaffiliated Stockholders, and resolved to unanimously recommend that the Board (i) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and the Unaffiliated Stockholders; (ii) approve, authorize, adopt and declare advisable the execution, delivery and performance of the Merger Agreement by the Company and, subject to the effectiveness of the Sponsor Written Consent, the consummation of the transactions contemplated thereby, including the Merger, by the Company; (iii) direct that the Merger

Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company for adoption and approval; and (iv) recommend that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Following the meeting of the Special Committee on October 10, 2023, the Board met with representatives of Gibson Dunn, Houlihan and Sherman via videoconference. Representatives of Gibson Dunn reviewed the directors’ fiduciary duties in connection with the proposed transaction with CSP. Representatives of Gibson Dunn and the Special Committee then provided the Board with the Special Committee’s recommendation with respect to the merger agreement and the transactions contemplated thereby and provided the Board with a summary of the matters considered by the Special Committee and the reasons for the Special Committee’s recommendation. Representatives of Gibson Dunn then reviewed with the Board the principal terms of the proposed merger agreement for the potential transaction with CSP, including (i) the Company’s non-solicitation obligations that would allow the Board, under certain circumstances, to change its recommendation in the event of a superior proposal or intervening event; (ii) CSP’s equity financing obligations; (iii) the expectation that CSP would deliver its written stockholder consent shortly after execution of the merger agreement, which would be the only stockholder approval required to consummate the potential transaction and would become effective 30 days after execution of the merger agreement; and (iv) closing conditions and termination rights and remedies. A representative of Houlihan reviewed with the Board the financial terms of the transaction and Houlihan’s process around conducting its due diligence and financial analyses of the proposed transaction with CSP, which were performed for the benefit of the Special Committee. The representative of Houlihan noted that Houlihan had verbally rendered its opinion to the Special Committee, to the effect that the Merger Consideration to be received by the Non-Affiliated Stockholders in the Merger, pursuant to the Merger Agreement, is fair to such stockholders from a financial point of view. A discussion then followed among the directors present with regard to the terms of the merger agreement and the potential transaction with CSP. After discussion, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approved, authorized, adopted and declared advisable the execution, delivery and performance of the Merger Agreement by the Company and, subject to the effectiveness of the Sponsor Written Consent, the consummation of the transactions contemplated thereby, including the Merger, by the Company, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company for adoption and approval, and (iv) resolved to recommend that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Thereafter, on October 10, 2023, the Company, Parent and Merger Sub executed and delivered the Merger Agreement, the Equity Commitment Party executed and delivered the Equity Commitment Letter, and Sponsor executed and delivered the Sponsor Written Consent. Prior to the opening of trading on the NYSE on October 10, 2023, the Company issued a press release announcing the transactions contemplated by the Merger Agreement.

On October 10, 2023, 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 contemplated thereby, including the Merger, and unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and its Unaffiliated Stockholders.

The Special Committee also unanimously recommended to the Board that the Board:

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

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 and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

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 potentially positive factors against a variety of negative factors, uncertainties and risks in its deliberations concerning the Merger Agreement, the transactions contemplated thereby and the Merger, including, among others:

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.

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above, the Special Committee did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and as such considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company. For the foregoing reasons, the Special Committee did not consider liquidation value to be a relevant factor. Further, the Special Committee did not consider the Company’s net book value, which is an accounting concept, as a factor because it believes that (i) net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and (ii) net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in that industry. The Special Committee believes that the trading price of the Company Common Stock represents the best readily available indicator of the Company’s going concern value; and that to the extent the pre-merger going concern value was reflected in the pre-announcement per share price of the Company Common Stock, the per share Merger Consideration of $4.30 represented a premium to the going concern value of the Company.

In addition, the Special Committee considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward looking matters, as well as by considering the financial analyses presented by Houlihan to the Special Committee, as more fully described below in the section entitled “Special Factors—Opinion of Houlihan”. The full text of the written opinion of Houlihan is attached as Annex B to this information statement.

At a meeting of the Board held on October 10, 2023, the Board, acting upon the recommendation of the Special Committee, whose opinion and analysis the Board adopted as its own, unanimously:

In reaching its determination, the Board considered a number of factors, including the following material factors:

The above discussion of the information and factors considered by the Board is not intended to be exhaustive but indicates the material matters considered. In reaching its determination and recommendation, the Board did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board may have considered various factors differently. The 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 Board based its recommendation on the totality of the information presented.

Other than as described in this information statement, the Company is not aware of any firm offer by any other person during the prior two (2) 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.

Under Delaware law and the Company’s certificate of incorporation and bylaws, the adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent of stockholders of the Company holding in the aggregate at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon. As of October 10, 2023, the record date for determining stockholders of the Company entitled to vote on the adoption of the Merger Agreement, there were 41,251,035 shares of Company Common Stock outstanding. 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 October 10, 2023, following the execution of the Merger Agreement, the Sponsor, which on such date beneficially owned 22,568,259 shares of Company Common Stock representing approximately 55.9% of the then outstanding shares of Company Common Stock, delivered the Sponsor Written Consent. No further action by any other Company stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. As a result, the Company is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the stockholders of the Company is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken. The Sponsor Written Consent is irrevocable and became effective at Written Consent Effective Time.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action 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 the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This information statement and the notice attached hereto constitute notice to you from the Company of the Sponsor Written Consent as required by Delaware law.

On October 10, 2023, Houlihan verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan’s written opinion addressed to the Special Committee dated October 10, 2023), to the effect that the Merger Consideration to be received by the Non-Affiliated Stockholders in the Merger, pursuant to the Merger Agreement, is fair to such stockholders from a financial point of view.

Houlihan’s opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the Non-Affiliated Stockholders of the Merger Consideration to be received by such stockholders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan’s opinion in this information statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this information statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan in connection with the preparation of its opinion. However, neither Houlihan’s opinion nor the summary of its opinion and the related analyses set forth in this information statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder of the Company or any other person as to how to act or vote with respect to any matter relating to the Merger.

In arriving at its opinion, Houlihan, among other things:

Houlihan relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan, discussed with or reviewed by Houlihan, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, the management of the Company and the Special Committee advised Houlihan, and Houlihan assumed at the direction of the Special Committee, that the financial projections (and adjustments thereto) reviewed by Houlihan were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company and the other matters covered thereby, and Houlihan expressed no opinion with respect to such projections or the assumptions on which they were based. Houlihan relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the

respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan incomplete or misleading.

Houlihan relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed, or amendments, modifications or waivers made, that would have an effect on the Merger that would be material to its analyses or opinion. Houlihan also relied upon and assumed, without independent verification, at the direction of the Company, that any adjustments to the Merger Consideration pursuant to the Merger Agreement would not be material to its analyses or opinion.

Furthermore, in connection with its opinion, Houlihan was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party, nor was Houlihan provided with any such appraisal or evaluation. Houlihan did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may be a party or was or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may be a party or was or may be subject.

Houlihan was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, business or operations of the Company or any other party, or any alternatives to the Merger, or (b) advise the Special Committee, the Board or any other party with respect to alternative transactions to the Merger. Houlihan’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, October 10, 2023. Houlihan did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after October 10, 2023.

Houlihan’s opinion was furnished solely for the use of the Special Committee (solely in its capacity as such) in connection with its evaluation of the Merger. Houlihan’s opinion was not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Board, the Company, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than to the extent expressly specified therein), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available for the Company or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, its security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial

or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise.

Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. It was assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan relied, with the consent of the Special Committee, on the assessments by the Special Committee, the Board, the Company and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to the Company and the Merger or otherwise. The issuance of Houlihan’s opinion was approved by a Houlihan committee authorized to approve opinions of this nature.

In performing its analyses, Houlihan considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan’s analyses for comparative purposes is identical to the Company or the Merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the Management Projections and the implied reference range values indicated by Houlihan’s analyses 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 the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan’s analyses are inherently subject to substantial uncertainty.

Houlihan’s opinion was only one of many factors considered by the Special Committee in evaluating the Merger. Neither Houlihan’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Special Committee or management with respect to the Merger or the Merger Consideration. Under the terms of its engagement by the Special Committee, neither Houlihan’s opinion nor any other advice or services rendered by it in connection with the Merger or otherwise, should be construed as creating, and Houlihan should not be deemed to have, any fiduciary duty to, or agency relationships with, the Special Committee, the Board, the Company, Parent, Merger Sub, any security holder or creditor of the Company, Parent or Merger Sub, or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of Merger Consideration payable in the Merger were determined through negotiation between the Special Committee and Parent, and the decision to enter into the Merger Agreement was solely that of the Special Committee and, following the recommendation of the Special Committee, the Board.

In preparing its opinion to the Special Committee, Houlihan performed a variety of analyses, including those described below. The summary of Houlihan’s analyses is not a complete description of the analyses underlying Houlihan’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan’s overall conclusion with respect to fairness, Houlihan did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan in connection with the preparation of its opinion and reviewed with the Special Committee on October 10, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete

description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan’s analyses.

For purposes of its analyses, Houlihan reviewed a number of financial metrics, including:

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of the common stock of the selected companies listed below as of October 6, 2023, the latest practicable date prior to the Special Committee’s and the Board’s approval of the Merger Agreement and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of the Company relied upon for the financial analyses described below were based on the Management Projections. The estimates of the future financial performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Houlihan reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan deemed relevant.

The financial data reviewed included:

The selected companies included the following (collectively, the “Selected Companies”):

Taking into account the results of the selected companies analysis, Houlihan applied selected multiple ranges of 4.0x to 6.0x LTM Adjusted EBITDA, 4.0x to 6.0x CY 2023E Adjusted EBITDA and 4.0x to 6.0x CY 2024E Adjusted EBITDA to corresponding financial data for the Company. The selected companies analysis indicated implied per share value reference ranges of $2.66 to $4.52 per share of Company Common Stock based on the selected range of multiples of LTM Adjusted EBITDA, $2.57 to $4.38 per share of Company Common Stock based on the selected range of multiples of CY 2023E Adjusted EBITDA, and $2.77 to $4.68 per share of Company Common Stock based on the selected range of multiples of CY 2024E Adjusted EBITDA, as compared to the proposed Merger Consideration of $4.30 per share of Company Common Stock.

Houlihan considered certain financial terms of certain transactions involving target companies that Houlihan deemed relevant. The financial data reviewed included transaction value as a multiple of LTM Adjusted EBITDA. The selected transactions included the following:

Taking into account the results of the selected transactions analysis, its other reviews, analyses and inquires and its experience and professional judgment, Houlihan applied a selected multiple range of 5.0x to 8.0x LTM Adjusted EBITDA to corresponding financial data for the Company. The selected transactions analysis indicated an implied per share value reference range of $3.59 to $6.35 per share of Company Common Stock based on the selected range of multiples of LTM Adjusted EBITDA, as compared to the proposed Merger Consideration of $4.30 per share of Company Common Stock.

Houlihan performed a discounted cash flow analysis of the Company by calculating the estimated present value of the projected unlevered, after-tax free cash flows of the Company based on the Management Projections. Houlihan calculated terminal values for the Company by applying a range of perpetuity growth rates of 1% to 3% to the Company’s 2028 unlevered free cash flow. The present values of the Company’s projected future cash flows and terminal values were then calculated using discount rates ranging from 11% to 13%. The discounted cash flow analysis indicated an implied per share value reference range of $3.19 to $4.85 per share of Company Common Stock, as compared to the proposed Merger Consideration of $4.30 per share of Company Common Stock.

Houlihan observed certain additional information that was not considered part of its financial analysis for its opinion but was noted for informational purposes, including, among other things, the following:

Houlihan calculated select implied premiums (discounts) of the Merger Consideration relative to the volume weighted average price (“VWAP”) of the Company Common Stock over several periods ending July 18, 2023 (the last trading day prior to disclosure of the July 2023 Proposal Letter) and October 6, 2023, as well as certain closing prices of the Company Common Stock, as follows:

Houlihan reviewed the historical prices of the Company Common Stock and related total stockholder returns over several periods, both separately and in relation to the S&P 500 Index and to an index comprised of the Selected Companies:

Houlihan was engaged by the Special Committee to act as its financial advisor in connection with the Merger and matters related thereto. The Special Committee engaged Houlihan based on Houlihan’s experience and reputation. Houlihan is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to its engagement by the Special Committee, Houlihan is entitled to an aggregate fee of $2,400,000 for its services upon the consummation of the Merger, a portion of which became payable upon the execution of Houlihan’s engagement letter, an additional portion of which became payable upon the delivery of Houlihan’s opinion (which portion is not contingent upon consummation of the Merger), and $1,350,000 of which will become payable upon consummation of the Merger. The Company has also agreed to reimburse Houlihan for certain expenses and to indemnify Houlihan, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities arising out of or related to Houlihan’s engagement.

In the ordinary course of business, certain of Houlihan’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, Capital Square Partners Management Pte Ltd (“CSP Pte”), one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, CSP Pte (collectively, with CSP Pte, the “CSP Group”), other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan and its affiliates may receive compensation. In addition, Houlihan and certain of its affiliates and certain of their respective employees may have committed to invest in private equity or other investment funds managed or advised by CSP Pte, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with members of the CSP Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, members of the CSP Group, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan and its affiliates have received and may receive compensation. During the two years preceding the date of Houlihan’s engagement by the Company, neither Houlihan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with the Company, Parent, Merger Sub, Sponsor or their respective affiliates.

The Company does not, as a matter of course, make public long-term forecasts or internal projections as to future performance, revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. In connection with the process leading to the execution of the Merger Agreement, Company management prepared certain unaudited projections of future financial and operating performance of the Company for the years 2023 through 2028, which we refer to as the “financial projections”. The financial projections were provided by Company management to the Special Committee, the Board and Houlihan for its use and reliance in connection with its financial analyses and opinion (see the section entitled “Special Factors—Opinion of Houlihan” beginning on page 23). The financial projections were developed under the assumption of the Company’s continued standalone operation and did not give effect to any changes 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 financial projections included in this information statement have been prepared by the Company’s management solely for internal use and are subjective in many respects. The financial projections were not prepared with a view to public disclosure and are included in this information statement only because such information was made available to the Special Committee, the Board and Houlihan as described below. The financial projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the financial projections do not take into account any circumstances or events that were not contemplated by the Company’s management prior to the date that the financial projections were prepared, including the Merger. The financial projections are not factual and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the financial projections is presented with numerical specificity, the financial projections reflect 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 financial projections were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company’s management. Because the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As a result, the financial projections may not be realized and actual results may be significantly higher or lower than projected. The financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company’s subsequent Quarterly Reports on Form 10-Q and the other reports filed by the Company with the SEC, as well as the section entitled “Cautionary Statement Concerning Forward Looking Information” elsewhere in this information statement. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The inclusion of this information should not be regarded as an indication that the Company, the Special Committee, the Board, Houlihan, Parent, Merger Sub, their respective representatives and affiliates or any other recipient of this information considered, or now considers, the financial projections to be predictive of actual future results or that they should be construed as financial guidance, and such financial projections set forth below should not be relied on as such.

Except to the extent required by applicable federal securities laws, the Company does not intend, and expressly disclaims any responsibility, to update or otherwise revise the financial projections to reflect circumstances existing after the date when management prepared the financial projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions

underlying the financial projections are shown to be in error. None of the Company, the Special Committee, the Board, Houlihan, Parent, Merger Sub nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any Company stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the financial projections or that the financial projections will be achieved.

The financial projections include non-GAAP financial measures, including Adjusted Gross Profit, Adjusted EBITDA, Adjusted EBIT and Unlevered Free Cash Flow. Please see the tables below for a description of how the Company defines these non-GAAP financial measures. The Company believes that such non-GAAP financial measures provide information useful in assessing operating and financial performance across periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures used by the Company may not be comparable to similarly titled measures used by other companies.

The following table reflects metrics included in the financial projections:

The financial projections described above reflect, among others, the following assumptions:

The Merger is not subject to a financing condition. Parent estimates that the total funds necessary to complete the Merger will be approximately $77.0 million, including estimated transaction fees and expenses and assuming no exercise of dissenters’ rights by stockholders of the Company. Parent intends to fund the amounts necessary to complete the Merger through a cash contribution in the form of committed equity financing from the Equity Commitment Party. The Equity Commitment Party has committed to provide Parent with equity financing in the amounts and on the terms and subject to the conditions set forth in the Equity Commitment Letter. The obligations of the Equity Commitment Party to provide the equity financing under the Equity Commitment Letter are subject to (a) the satisfaction or express written waiver in full, in accordance with the Merger Agreement, of the conditions set forth in Section 6.01 and Section 6.02 of the Merger Agreement, and (b) the simultaneous consummation of the Closing in accordance with the terms of the Merger Agreement. The Equity Commitment Party has also agreed to guarantee the payment of certain liabilities and obligations of Parent under the Merger Agreement with respect to the payment of monetary damages that may be payable to the Company under certain circumstances, in each case, subject to the terms of the Merger Agreement and the Equity Commitment Letter, if and when payable pursuant to the Merger Agreement.

On October 10, 2023, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, in the best interests of the Company and the Unaffiliated Stockholders, (ii) approved, authorized, adopted and declared advisable the execution, delivery and performance of the Merger Agreement by the Company and, subject to the effectiveness of the Sponsor Written Consent, the consummation of the transactions contemplated thereby, including the Merger, by the Company, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company for adoption and approval, and (iv) resolved to recommend that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company has not received any firm offers relating to a potential transaction other than the proposed Merger as of the date of this information statement.

Under the SEC rules governing “going-private” transactions, each of the CSP Affiliates is an affiliate of the Company and engaged in the going-private transaction for purposes of the Merger and, therefore, is required to express their beliefs as to the fairness of the merger to the Unaffiliated Stockholders. The CSP Affiliates 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 CSP Affiliates have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders of the Company.

The CSP Affiliates 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 “Special Factors—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger” and “Special Factors—Position of the Company on the Fairness of the Merger” beginning on pages 17 and 32, respectively (which the CSP Affiliates agree with and adopt), the factors described in the section entitled “Special Factors—Purposes and Reasons of the CSP Affiliates in connection with the Merger” beginning on page 36 and the additional factors described below with respect to the CSP Affiliates.

The CSP Affiliates 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 CSP Affiliates 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 CSP Affiliates 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 CSP Affiliate 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 Merger Consideration to the Unaffiliated Stockholders or the CSP Affiliates.

Based on the factors considered by, and findings of, the Board and the Special Committee described in the sections entitled “Special Factors—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger,” and “Special Factors—Position of the Company on the Fairness of the Merger” beginning on pages 17 and 32, respectively, of this information statement (which findings the CSP Affiliates agree with and adopt), the CSP Affiliates believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders. The CSP Affiliates believe the factors considered by, and findings of, the 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 CSP Affiliates do not make any recommendation as to whether any Unaffiliated Stockholder should, exercise their appraisal rights under the DGCL.

Based on the CSP Affiliates’ 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 Board and the Special Committee described in the sections entitled “Special Factors—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger,” and “Special Factors—Position of the Company on the Fairness of the Merger” beginning on pages 17 and 32, respectively, of this information statement (which findings the CSP Affiliates agree with and adopt), the CSP Affiliates believe that the Merger is substantively and procedurally fair to the Unaffiliated Stockholders. In particular, the CSP Affiliates considered the following substantive factors:

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

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

The CSP Affiliates 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 CSP Affiliates 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 CSP Affiliates do not make any recommendation as to whether any Unaffiliated Stockholder should, exercise their appraisal rights under the DGCL.

The CSP Affiliates considered the purchase prices paid in previous purchases as described under ”Other Important Information Regarding the Company–Market Price of Shares and Dividends” beginning on page 79. The CSP Affiliates did not consider net book value or 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. In addition, no CSP Affiliate was aware of, and therefore did not consider, any firm offer made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with or into another company, or vice versa; (ii) the sale or transfer of all or any substantial part of the assets of the Company; or (iii) a purchase of the Company’s securities that would enable such holder to exercise control of the Company.

On August 7, 2023, the Board established the Special Committee comprised of Albert Aboody, Nallathur S. Balasubramanian and Anupam Pahuja, and delegated to the Special Committee the powers, among others, to explore, consider, review, evaluate and, if appropriate, negotiate the terms of a potential transaction with CSP, to direct the process related to the exploration, consideration, evaluation, solicitation and negotiation of any potential transaction with CSP, including the exclusive power and authority to approach CSP regarding a potential transaction, to pursue, evaluate and negotiate the terms and conditions of any such potential transaction, including the power and authority to review and comment upon any and all documents and other instruments used in connection with such potential transaction, to determine, in consultation with its advisers, if any, whether any such potential transaction is advisable and is fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, to reject any potential transaction with CSP, or recommend approval of any such

potential transaction to the Board, if the Company enters into any contracts or agreements with respect to such potential transaction, to control the enforcement such contracts or agreements, and to retain independent financial, legal and other advisers, as the Special Committee may deem in its sole discretion to be necessary or appropriate. The Board also resolved that it would not approve any potential transaction with CSP or recommend a potential transaction for adoption by the Company’s stockholders without a prior favorable recommendation by the Special Committee.

On October 10, 2023, the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, held a meeting and considered and evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Unaffiliated Stockholders. The Special Committee also unanimously recommended to the Board that the Board (i) determine that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (ii) approve, authorize, adopt and declare advisable the execution, delivery and performance of the Merger Agreement by the Company, and, subject to the effectiveness of the Sponsor Written Consent, the consummation of the transactions contemplated thereby, including the Merger, by the Company, (iii) direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company for adoption and approval, and (iv) recommend that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Later on October 10, 2022, the Board held a meeting, at which the Board, acting upon the recommendation of the Special Committee, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, (ii) approved, authorized, adopted and declared advisable the execution, delivery and performance of the Merger Agreement by the Company, and, subject to the effectiveness of the Sponsor Written Consent, the consummation of the transactions contemplated thereby, including the Merger, by the Company, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company for adoption and approval, and (iv) resolved to recommend that the stockholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

The purpose of the Merger for the Company is to enable its stockholders to realize the value of their investment in the Company through their receipt of the per share Merger Consideration of $4.30 in cash, without interest and less any applicable withholding taxes, representing a premium of approximately 32% to the closing market price of the Company Common Stock on October 9, 2023, the last trading day prior to the announcement of the Company’s entry into the Merger Agreement. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Board acting upon the recommendation of the Special Committee described in detail above under “Special Factors—Recommendation of the Special Committee.”

For more information, see the section of this information statement titled “Special Factors—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger” beginning on page 17.

Under the SEC rules governing “going-private” transactions, each of the CSP Affiliates is an affiliate of the Company and engaged in the going-private transaction for purposes of the Merger and, therefore, is required to express their reasons for the Merger to the Company’s Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The CSP Affiliates 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 CSP Affiliates, the primary purpose of the Merger is to allow the CSP Affiliates 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 CSP Affiliates 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 the CSP Affiliates do not already own, (2) will allow the Company to cease to be a publicly registered and reporting company, and (3) represents an opportunity for the Unaffiliated Stockholders to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

In addition to the reasons described above, current market conditions, the CSP Affiliates’ current available liquidity and the CSP Affiliates’ ability to pursue certain potential strategic alternatives, both organic and inorganic, through the Company as a private company that could not be available for pursuit (or the pursuit thereof was otherwise inadvisable) to the Company as a public company, informed the decision by the CSP Affiliates to pursue the Merger at this time.

The Merger will be accounted for in accordance with Accounting Standards Codification 805-50, Business Combinations – Combination of Entities under common control. As the Sponsor controls the Company and will continue to control the Company after the Merger, such business combinations are generally recorded at predecessor cost, reflecting the ultimate parent’s carrying amount of the assets and liabilities transferred, and accordingly, no gain or loss will be recognized in the Sponsor’s consolidated statement of operations resulting from 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 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 and elsewhere in this information statement under the section “Security Ownership of Certain Beneficial Owners and Management—Proceeds Received by the Company’s Directors and Executive Officers in connection with the Merger”. For purposes of the discussion below, the Company’s executive officers are Bharat Rao (Global Chief Executive Officer); Neeraj Jain (Chief Financial Officer); and S.M. Gupta (Global Chief People Officer).

For information regarding beneficial ownership of Company Common Stock generally by each of the Company’s directors and executive officers and all directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 87 of this information statement. Each of the Company’s directors and executive officers will be entitled to receive, for each vested share of Company Common Stock, the Merger Consideration in the same manner as other Company stockholders.

With respect to Company Equity Awards, the awards held by non-employee directors and executive officers of the Company will be treated the same as the Company Equity Awards held by employees generally, as described below.

At the Effective Time, each Company Option outstanding immediately prior to the Effective Time shall be fully vested and cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such cancelled Company Option, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the Option Payments. However, for any Company Option with respect to which the exercise price per share subject thereto is equal or greater than the Merger Consideration shall be cancelled in exchange for no consideration.

The following tables set forth (a) the number of shares of Company Common Stock subject to Company Options held by the Company’s non-employee directors and executive officers and (b) the estimated value of such awards in connection with the Merger. The values in the table below have been determined (i) based on the Merger Consideration of $4.30 per share, (ii) assuming that the Merger will close on December 31, 2023, which is the assumed closing date only for purposes of this compensation-related disclosure, and (iii) assuming that the individuals identified below do not exercise any Company Options, receive any additional grants of Company Equity Awards or forfeit any Company Equity Awards; however, the actual value of the outstanding Company Options cannot be determined with certainty until the actual exercise date occurs.

The following table sets forth the payments that the Company’s directors and executive officers will receive with respect to their shares and equity awards in the Company as a result of the Merger. The Company’s directors and executive officers and the CSP Affiliates have informed us that, as of the date of this information statement, they do not intend to sell their shares of Company Common Stock prior to the Closing.

Mr. Rao is not entitled to severance upon termination as Global Chief Executive Officer, but he must receive six months’ advance written notice of the termination (other than if he is terminated for “cause” (as defined in his employment agreement)). If Mr. Rao is not provided with six months’ advance written notice of his termination, he would be entitled to receive severance payments consisting of any earned annual bonus for any calendar year completed prior to the date of termination notice that has not yet been paid as of the date of termination of employment, payment of his base salary for the remainder of the six-month notice period (prorated for any partial advance written notice period) and a lump-sum payment equal to 50% of Mr. Rao’s target bonus payment for the year of termination.

Mr. Gupta is party to an employment agreements with the Company providing that, in the event of termination of his employment without “Cause”, he is entitled to receive six months of continued base salary as salary continuation payments, subject to his execution of a release of claims. For purposes of his employment agreements, “Cause” means (i) the executive’s incompetence or failure or refusal to perform satisfactorily any duties reasonably required of by the Company; (ii) the executive’s violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment, regulatory directive or agreement; (iii) the commission or omission of or engaging in any act or practice which constitutes a material breach of the executive’s fiduciary duty to Company, involves personal dishonesty on the part of the executive or demonstrates a willful or continuing disregard for the best interests of Company; or (iv) the executive’s engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to Company, its business or any of its customers, employees or vendors.

Mr. Jain is party to a letter agreement with the Company providing that he must receive three months’ advance notice of his termination. The Company may choose to waive the notice period and pay Mr. Jain three months of base salary in lieu of notice. However, if Mr. Jain’s employment is terminated by the Company without Cause prior to December 1, 2024, Mr. Jain will be entitled to severance equal to the sum of six months of his base salary and his target bonus (calculated at 100%), subject to his execution of a release of claims. For purposes of Mr. Jain’s agreement, “Cause” has the same meaning as under Mr. Gupta’s agreement.

The following members of the Company’s directors currently have, or have previously had employment relationships or other compensation arrangements with CSP and its majority owned companies, which relationships and arrangements were disclosed to the Board prior to formation of the Special Committee:

As of the date of this information statement, none of the non-director executive officers has entered into any agreement, arrangement or understanding with CSP regarding employment with, or compensation from CSP. Prior to the closing of the Merger, however, the non-director executive officers may discuss or enter into agreements, arrangements or understandings with CSP regarding employment with, or compensation from, CSP.

If the Merger is completed, the Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Company Common Stock.

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

Parent currently anticipates that the Company’s operations following completion of the Merger will initially be conducted substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a subsidiary of Parent).

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

If the conditions to the closing of the Merger are either satisfied or, to the extent permitted, waived, then Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

The Company’s book value (referred to as total shareholders’ equity (excluding non-controlling interests) above) as of September 30, 2023 was approximately $170.44 million and the Company’s net loss (referred to as net loss attributable to the Company above) for the fiscal quarter ended September 30, 2023 was approximately $24.23 million. As of October 10, 2023, the Sponsor beneficially owned, in the aggregate, 22,568,259 shares of Company Common Stock, which represented approximately 55.9% of the 40,345,831 shares of Company Common Stock outstanding as of October 10, 2023, in turn representing beneficial ownership by the Sponsor as of October 10, 2023, of 55.9% of the Company’s book value attributable to such shares of Company Common Stock (approximately $95.28 million) and 55.9% of the Company’s net loss for the fiscal quarter ended September 30, 2023 (approximately $13.54 million). If the proposed merger is consummated, the Sponsor will have beneficial ownership of 100% of the Company’s book value and net loss through their ownership of all of the assets of the Company, having an aggregate beneficial interest in the Company’s net book value and net loss of $170.44 million and $24.23 million, respectively (based on the Company’s September 30, 2023 financial data). The Sponsor will also be entitled to any future increase in the value and all income or loss generated by the Company’s assets and operations going forward.

The primary benefit of the Merger to the Unaffiliated Stockholders will be their right to receive the Merger Consideration of $4.30 per share in cash, without interest, less any applicable withholding taxes, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, representing a premium of approximately 32% over the closing price of the Company Common Stock on October 9, 2023, the last trading day prior to announcement of the Merger Agreement. Additionally, such Unaffiliated Stockholders will avoid the risk after the Merger of any possible decrease in the Company’s future earnings, growth or value. See “Special Factors—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger” beginning on page 17.

The primary detriments of the Merger to the Unaffiliated Stockholders include the lack of an interest of such Unaffiliated Stockholders in the potential future earnings, growth, or value realized by the Company after the Merger. In addition, the Unaffiliated Stockholders will not benefit from any sale of the Company or its assets to a third party in the future.

If the Merger is completed and the shares of Company Common Stock cease to be publicly traded, Parent will own all of the equity interests in the Company and to bear the rewards and risks of such ownership.

Except as described above or elsewhere in this information statement, neither the Sponsor nor the Company has any present plans, proposals or negotiations that relate to or that would result in (a) any extraordinary transaction

involving the Company or any of its subsidiaries (such as a merger, reorganization or liquidation), (b) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (c) any material change in the Company’s capitalization or dividend rate or policy or indebtedness, (d) any other material change in the Company’s corporate structure or business, (e) any class of equity securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association, (f) any class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g) of the Exchange Act, (g) the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act, (h) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, or (i) any changes in the Company’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

If the Merger is not completed for any other reason, and the Merger Agreement is terminated, the Company’s stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, unless the Company is sold to a third party, the Company will remain an independent public company, and the shares of Company Common Stock will continue to be listed and traded on the NYSE, so long as the Company continues to meet the applicable listing requirements. In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today, and that the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the current market price of shares of Company Common Stock may decline to the extent the current market price of shares of Company Common Stock reflects a market assumption that the Merger will be completed on the terms and at the price contemplated by the Merger Agreement.

Under certain circumstances, if the Merger is not completed, the Company may be required to pay Parent the Company Termination Fee. See “The Merger Agreement—Termination Fees and Expenses.”

As of the filing of this information statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

The estimated 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 $2.4 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. All costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement and the Merger and any other transactions contemplated by the Merger Agreement, will be paid by the party incurring such expense, except that expenses incurred in connection with the filing fee for this information statement and the Schedule 13e-3 and printing and mailing this information statement and the Schedule 13e-3 will be paid by the Company.

The following discussion summarizes certain United States federal income tax considerations relating to the Merger for holders of Company Common Stock who exchange their shares of 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 United States Treasury Regulations issued thereunder, judicial authority and administrative rulings and pronouncements, in each case, as in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. The discussion applies only to holders whose shares of 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 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 mark to market, United States Holders (as defined below) whose functional currency is not the United States dollar, holders who hold Company Common Stock through pass-through entities for United States federal income tax purposes or as part of a 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 Company Common Stock pursuant to the exercise of employee stock options or otherwise as compensation or holders of Company Common Stock who own (or are deemed to own) any interest in CSP. This summary does not address any Medicare tax or alternative minimum tax considerations or any aspect of state, local or non-United States taxation, and does not address any United States federal taxation other than income taxation.

For purposes of this information statement, a “United States Holder” means a beneficial owner of Company Common Stock that is:

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

If a partnership or any other entity or arrangement treated as a partnership for United States federal income tax purposes is a holder of Company Common Stock, the United States 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 tax advisors as to the particular United States federal income tax consequences of the Merger to them.

The United States federal income tax considerations described 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 Company Common Stock should consult such holder’s 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 United States federal, state, local and non-United States tax laws or under any applicable income tax treaty.

United States Holders. The receipt of the Merger Consideration by a United States Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for United States federal income tax purposes. In general, for United States federal income tax purposes, a United States Holder who receives the Merger Consideration will recognize gain or loss in an amount equal to the difference between (x) the amount of cash the United States Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of Company Common Stock. A United States Holder’s adjusted tax basis generally will equal the price the United States Holder paid for such shares, reduced, if applicable, by any return of capital distributions. Gain or loss will be calculated separately for

each block of shares of Company Common Stock exchanged in the Merger (generally shares 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 Company Common Stock has been held for more than one year as of the Effective Time. Long-term capital gains of non-corporate United States Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is limited.

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

Except as otherwise provided by an applicable income tax treaty, an individual Non-United States Holder described in clause (i) above will be subject to a 30% tax on any gain derived from the Merger, which may be offset by certain United States-source capital losses, provided that the Non-United States holder has timely filed United States federal income tax returns with respect to such losses, even though the individual is not considered a resident of the United States under the Code.

In the case of a Non-United States Holder described in clause (ii) above, any net gain derived from the Merger generally will be subject to United States federal income tax under graduated United States federal income tax rates on a net income basis in generally the same manner as if the Non-United States Holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. Additionally, a Non-United States Holder that is a corporation may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain (or, if an income tax treaty applies, at such lower rate as may be specified by the treaty on its gains attributable to its United States permanent establishment), subject to adjustments.

With respect to clause (iii) above, the Company does not believe it has been a “United States real property holding corporation” for United States federal income tax purposes at any time during the five-year period preceding the Merger.

Information Reporting and Backup Withholding. Cash consideration received by a United States Holder or a Non-United States Holder in the Merger may be subject to information reporting and backup withholding. To avoid backup withholding, a United States Holder that does not otherwise establish an exemption should complete and return to the applicable Paying Agent an Internal Revenue Service (“IRS”) Form W-9, certifying that such United States Holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such United States Holder is not subject to backup withholding. A Non-United States Holder generally may establish an exemption from backup withholding by certifying its status as a non-United States person under penalties of perjury on an IRS Form W-8BEN or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s United States federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

The discussion set forth above is included for general information purposes only and is not a complete analysis or discussion of all potential tax considerations relevant to holders of Company Common Stock. Holders of Company Common Stock are strongly urged to consult their tax advisors with respect to the tax consequences of the Merger in their particular circumstances, including the applicability and effect of any state, local, non-United States or other tax laws (including any income tax treaty) and of changes in those laws.

There are no regulatory approvals required to close the Merger.

As noted above, the July 2023 Proposal Letter from the Sponsor stated that the Sponsor was not contemplating selling its interests in the Company or approving any combination of the Company with, or a sale of all or substantially all of the assets of the Company to, any other potentially interested party. Accordingly, the Board did not authorize the Special Committee to consider any alternative transactions with other financial sponsors or strategic buyers.

Prior to the Written Consent Effective Time, the Company and its representatives were allowed, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement (including, if applicable, payment of the termination fee to Parent by the Company), to provide non-public information and engage in discussions and negotiations with respect to an unsolicited alternative acquisition proposal that would reasonably be expected to lead to a superior acquisition proposal and, under certain circumstances, change the Board’s recommendation in favor of the Merger or terminate the Merger Agreement to enter into a definitive agreement with respect to a superior acquisition proposal. The Company’s rights to engage in any such negotiations or discussions with third parties, change the Board’s recommendation in favor of the Merger or terminate the Merger Agreement ceased upon the Written Consent Effective Time in accordance with the terms of the Merger Agreement.

For more information on the alternatives to the Merger, see the sections of this information statement entitled “Special Factors—Background of the Merger” beginning on page 8, “Special Factors—Recommendation of the Special Committee; Recommendation of the Board; Reasons for the Merger” beginning on page 17 and “Special Factors—Position of the Company on the Fairness of the Merger” beginning on page 32.

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 1 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 89.

Sponsor Written Consent became effective pursuant to the terms of the Merger Agreement as of the Written Consent Effective Time, and is irrevocable. 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 the Company a proxy.

A Non-United States Holder (as defined in the section entitled “Special Factors—United States Federal Income Tax Considerations”) will generally not be subject to United States federal income tax on any gain resulting from the exchange of Company Common Stock pursuant to the Merger, unless such holder has certain connections to the United States.

Holders of Company Common Stock should read the section entitled “Special Factors—United States Federal Income Tax Considerations” beginning on page 42 for a more detailed description of the United States federal income tax considerations relating to the Merger.

This information statement contains a general discussion of United States federal income tax considerations relating to the Merger. No information is provided with respect to the tax consequences of the Merger under any United States federal law other than income tax laws, or any applicable state, local or non-United States tax laws. Consequently, holders of Company Common Stock should consult their tax advisors as to the tax consequences of the Merger relevant to their particular circumstances, including the applicability and effect of any state, local, non-United States, or other tax laws (including any income tax treaty) and of changes in those laws.

about these facilities. This information is also 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 89.

This information statement, and the documents to which the Company refers you in this information statement, contain forward-looking statements including, without limitation, statements regarding forecasts and projections as described in the section entitled “Special Factors—Certain Company Financial Forecasts” beginning on page 30. The Company has 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. Such statements include, but are not limited to, statements regarding the Merger and the Merger Agreement. You should consider these statements carefully because they discuss the Company’s plans regarding the Merger and the Company’s strategies, prospects and expectations concerning the Company’s business, operating results, financial condition and other similar matters. There will be events in the future, however, that the Company is not able to predict accurately or control. The Company’s actual results may differ materially from the expectations that the Company describes in its forward-looking statements. Factors or events that could cause the Company’s actual results to materially differ may emerge from time to time, and it is not possible for the Company to accurately predict all of them. These forward-looking statements discuss the Company’s future expectations or state other forward-looking information, and may involve risks over which the Company has no control. Those risks include, without limitation:

The Company cannot assure you that the actual results or developments that the Company anticipates will be realized or, if realized, that they will have the expected effects on its business or operations. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this information statement and attributable to the Company or any person acting on the Company’s 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. Except as required by applicable law or regulation, the Company does not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

StarTek, Inc.

StarTek is a leading global provider of technology-enabled customer experience (“CX”) solutions. For more than 35 years, StarTek has delivered CX excellence for the world’s leading brands. Spread across 12 countries, our 38,000 associates create memorable, personalized experiences in both voice and non-voice channels. Our clients span from fortune 500s to fast-growing startups in a diverse range of industries including cable, media and telecom; travel and hospitality; retail and e-commerce and banking and financial services. By creating closer connections, StarTek delivers value for our clients, opportunity for our people and sustainable growth for our shareholders. StarTek manages over half a billion customer moments of truth each year for the world’s leading brands. StarTek helps these brands increase their revenues by enabling better experiences for their customers across multiple channels. To learn more about StarTek, please visit www.startek.com. Additional information regarding StarTek is contained in StarTek’s 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 89.

The Company Common Stock is listed with, and trades on, the NYSE under the symbol “SRT”.

Stockholm Parent, LLC

Parent was formed in the state of Delaware on October 6, 2023 solely for the purpose of entering into the Merger Agreement and to hold the shares of the Surviving Corporation following the consummation of the Merger. Parent is a wholly owned subsidiary of CSP Alpha Holdings Limited (“CSP Alpha Holdings”), which in turn is a wholly owned subsidiary of CSP Fund II LP (“CSP Fund II LP”). Parent has not carried on 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.

Stockholm Merger Sub, Inc.

Merger Sub was incorporated in the state of Delaware on October 6, 2023 solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on 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. Upon consummation of the Merger, Merger Sub will cease to exist.

Neither the Company, nor any of the Company’s directors or executive officers listed below has, to the knowledge of the Company, been convicted in a criminal proceeding during the past five (5) years (excluding traffic violations or similar misdemeanors). In addition, neither the Company, nor any of the Company’s directors or executive officers listed below has, to the knowledge of the Company, during the past five (5) 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, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Sanjay Chakrabarty. Mr. Chakrabarty is a Managing Partner of Capital Square Partners and has been serving on the Board since July 2018. In addition, he has been a director on the board of CSS Corp, since June 2013. Mr. Chakrabarty was previously a board member of Minacs and Indecomm Corporation. Prior to founding Capital Square Partners, Mr. Chakrabarty served as the President of Columbia Capital’s India and SE Asia investments platform from late 2007 to December 2012. Before his investment role, Mr. Chakrabarty was the Founder and CEO of MobiApps Holdings, a technology company that built products and services based on a patent protected radio frequency semiconductor chip for satellite communications. Prior to founding MobiApps, he was a management consultant with Arthur D. Little focusing on the Technology & Telecommunications industries, based in Washington D.C. Mr. Chakrabarty holds a dual B.S. degree in Computer Engineering and Mathematics from Pennsylvania State University at Slippery Rock and an M.B.A. from Carnegie Mellon University.

Mukesh Sharda. Mr. Sharda is a Managing Partner of Capital Square Partners and has been on the Board since July 2018. Mr. Sharda was previously on the board of Minacs and Indecomm Corporation. Prior to co-founding Capital Square Partners, Mr. Sharda was the Executive Director and Country Head for Avenue Capital Group from 2005 to 2012. The Avenue Capital Group is a multi-strategy investment manager with over US$15 billion under management and had raised a dedicated fundraised to invest in Asia. Mr. Sharda covered investments in Southeast Asia and India. Prior to joining Avenue Capital Group, Mr. Sharda worked in investment banking (Structured Finance and M&A) from 1997 through 2004 in Singapore and Hong Kong at Deutsche Bank. Mr. Sharda also previously served on the board of directors at National Citizen Bank in Vietnam. Mr. Sharda is a Chartered Accountant from the Institute of Chartered Accountants in India and holds a Bachelor of Commerce degree from Gujarat University, India.

Bharat Rao. Mr. Rao is a Non-executive Director of Capital Square Partners and has been serving on the Board since July 2018. He served as the President of the Company from September 13, 2021 to January 26, 2022. Mr. Rao was appointed as the Chief Executive Officer of the Company effective as of January 27, 2022. He was a Managing Partner of Capital Square Partners prior to his role as Chief Executive Officer of the Company. Prior to Capital Square Partners, Mr. Rao was a Managing Director with the investment banking arm of Credit Suisse in Asia from November 2012 to June 2016 and focused on financial sponsors and structured solutions. Prior to joining Credit Suisse Mr. Rao was a Managing Director and managed client relationships, origination, and financial sponsors group for ING Bank in Southeast Asia from August 2010 to November 2012. Before transitioning to investment banking, Mr. Rao served as the Country Manager (Indonesia) and head of Financials Services for Southeast Asia for Actis Capital from August 2006 to March 2009. Actis Capital is a leading emerging market-focused growth and buyout fund. Prior to this role in private equity, Mr. Rao was a Partner with the Australasian practice of PricewaterhouseCoopers and focused on providing transactions advisory services from February 1999 to July 2006. Mr. Rao holds a bachelor’s degree with honors in Electrical Engineering from the Indian Institute of Technology and an M.B.A. from the Indian Institute of Management.

Sudip Banerjee. Mr. Banerjee is an Operating Partner of Capital Square Partners. He is currently on the board of directors of L&T Technologies Ltd, Kesoram Industries Limited and IFB Industries Limited. He is also a member of the advisory board of TAPMI Business School, Jaipur, India. He was the chief executive officer of Larsen & Toubro Infotech Limited between 2008-2011. Prior to that, he worked with Wipro Limited (“Wipro”) from 1983 to 2008 and was the President of the Enterprise Solutions Division at Wipro and a member of the Corporate Executive Council of Wipro between 2002 and 2008. He was a member of the Executive Council of National Association of Software and Service Companies of India during 2000 to 2002 and again from 2009 to

2011. He also served as a member on the Board of Governors of Indian Institute of Information Technology, Allahabad, India. Mr. Banerjee holds a graduate degree in Arts (honors course) in economics from University of Delhi, New Delhi, and a diploma in management from the All India Management Association, New Delhi.

Albert Aboody. Mr. Aboody is a retired KPMG US audit partner with 33 years of experience with public companies. He was also seconded to KPMG India where he led its audit practice and served as Deputy Chairman and as a member of its Advisory Board. Following his retirement, Mr. Aboody joined the Board of WNS Global Services in 2010 as chair of its audit committee until his retirement in 2017. During the period from 2011 to 2015, Mr. Aboody was the Independent Monitor for Price Waterhouse in connection with its compliance with SEC and PCAOB Orders. Mr. Aboody also co-authored the chapter on SEC Reporting Requirements in the 2001- 2008 editions of the Corporate Controller Manual. Mr. Aboody holds a bachelor’s degree from Princeton University’s Woodrow Wilson School of Public and International Affairs and did graduate study in philosophy at Cambridge University.

Jerry Schafer. Mr. Schafer brings more than three decades of executive experience overseeing business development efforts, managing operations, and leading finance teams for global corporations. Prior to his retirement, Schafer most recently served as the vice president of worldwide development for McDonald’s Corporation, where he was responsible for the company’s global expansion initiatives. Schafer also served as chief operations officer and executive officer of development for McDonald’s China. Prior to McDonald’s, Schafer was the chief financial officer of Chipotle Mexican Grill, where he implemented multiple finance and accounting functions to support the company’s early stages of growth. Prior to his CFO role, Schafer led Chipotle’s initial expansion efforts outside the city of Denver, launching 25 new restaurants in three cities. Mr. Schafer holds a Bachelor of Arts in accounting from Walsh College and is a licensed CPA. He currently serves on the board of trustees for Walsh College and the board of trustees for the Ronald McDonald House of North Carolina, including locations in the city of Durham and Wake County. Schafer is also a consultant to Salad and Go, a start-up restaurant concept in the Phoenix area.

Anupam Pahuja. Mr. Pahuja currently serves as Chief Executive Officer of ZaloPay, the leading eWallet in Vietnam. Prior to this Mr. Pahuja spent eleven years at PayPal, most recently serving as the Vice President of India, South East Asia, the Middle East and Africa. Mr. Pahuja established several technology development centers across APAC for PayPal and launched PayPal’s business in India. Mr. Pahuja has lived and worked in multiple countries and in varied companies from startups to multi-national corporations. He has authored several patents and is a world renowned thought leader in the Fintech Space. Mr. Pahuja holds a B.S., Information Systems from Slippery Rock University of Pennsylvania and holds an M.B.A., International Business from Georgetown University McDonough School of Business.

Nallathur S. Balasubramanian. N.S. Bala is a veteran in the IT and ITeS sector with a track record of over 30 years in the US and European markets turning around businesses and accelerating growth while improving profitability. He took an early retirement from Wipro after 33 years of experience across multiple leadership roles in different geographies. Until recently, Mr. Bala was the CEO - Asia Pacific, Middle East and Africa Strategic Market Unit at Wipro. In this role, Mr. Bala was responsible for leading the company’s business across diverse industry sectors in the APMEA region, and for delivering to the profitability and growth agenda of Wipro, while shaping a unique and differentiated positioning for Wipro in the market. Mr. Bala was a member of the Wipro Executive Board and Group Executive Council. In his previous roles in Wipro, he was the President and Global Head for different business units which has given him a rich experience across industries and markets. He holds a master’s in business administration from the Indian Institute of Management, Kolkata.

Bharat Rao. Mr. Rao is a Non-executive Director of Capital Square Partners and has been serving on the Board since July 2018. He served as the President of the Company from September 13, 2021 to January 26, 2022. Mr. Rao was appointed as the Chief Executive Officer of the Company effective as of January 27, 2022. He was a Managing Partner of Capital Square Partners prior to his role as Chief Executive Officer of the Company. Prior to Capital Square Partners, Mr. Rao was a Managing Director with the investment banking arm of Credit Suisse in Asia from November 2012 to June 2016 and focused on financial sponsors and structured solutions. Prior to joining Credit Suisse Mr. Rao was a Managing Director and managed client relationships, origination, and financial sponsors group for ING Bank in Southeast Asia from August 2010 to November 2012. Before transitioning to investment banking, Mr. Rao served as the Country Manager (Indonesia) and head of Financials

Services for Southeast Asia for Actis Capital from August 2006 to March 2009. Actis Capital is a leading emerging market-focused growth and buyout fund. Prior to this role in private equity, Mr. Rao was a Partner with the Australasian practice of PricewaterhouseCoopers and focused on providing transactions advisory services from February 1999 to July 2006. Mr. Rao holds a bachelor’s degree with honors in Electrical Engineering from the Indian Institute of Technology and an M.B.A. from the Indian Institute of Management.

Surender Mohan Gupta. Mr. Gupta joined the Company in July 2018 and serves as Chief People Officer. Previously, Mr. Gupta served as Chief People Officer at Aegis, where he joined in 2008. Mr. Gupta brings over 30 years of HR experience across a variety of industries, including IT, ITES, Telecom, Retail, Oil, and FMCG. Throughout his career, he has executed innovative, forward-thinking strategies to attract, develop, reward, and retain top talent. Under SM’s leadership, his organization has been instrumental in winning numerous distinct HR awards from industry bodies such as Aon, Great Place to Work, National Award from Govt. of India, NASSCOM, CII, SHRM, People Matters, NCPEDP, Businessworld, and BPeSA among others. A distinguished speaker and thought leader at various forums and associations, he is committed to creating a progressive workplace where employees thrive in a culture of empowerment, inclusion, and diversity. Mr. Gupta has also served as board director for Contact Center Company, the joint venture company of STC and Aegis in Saudi Arabia, and is a governing board member for the National Abilympic Association of India. He is also a member of CII National Committee on Special Abilities and a member of IBDN (India Business and Disability Network) for mainstreaming Persons with Disabilities into the workforce. He has recently been awarded the “NCPEDP- Mindtree Helen Keller Award” 2020 for acting as a Role Model Supporter of Employment Opportunities for Persons with Disabilities. He holds a bachelor’s degree in science, a master’s in business administration from Kurukshetra University, and a Doctorate degree in Commerce and Management Studies from Andhra University.

This section sets forth certain information about the CSP Affiliates (defined below). During the past five years, none of the CSP Affiliates has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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. Unless otherwise indicated below, the principal business address of each CSP Affiliate is 160 Robinson Road, #10-01, SBF Center.

CSP Alpha Holdings Parent Pte Ltd, a private limited company formed under the laws of Singapore (referred to elsewhere in this information statement as CSP Alpha Parent), is a holding company that is the owner of record of 21,028,218 shares of Company Common Stock. The principal business address of CSP Alpha Parent is 160 Robinson Road, #10-01, SBF Center, Singapore 068914.

CSP Alpha Investment LP, a limited partnership formed under the laws of the Cayman Islands (“CSP Alpha LP”), is a holding company that is the sole and managing member of CSP Alpha Parent. The principal business address of CSP Alpha LP is c/o Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands. CSP Alpha LP is managed by CSP Alpha GP (defined below), its general partner.

CSP Alpha GP Limited, an exempted limited company formed under the laws of the Cayman Islands (“CSP Alpha GP”), is the general partner of CSP Alpha LP. The principal business address of CSP Alpha GP is c/o Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands.

CSP Victory Limited, an exempted limited company formed under the laws of the Cayman Islands (referred to elsewhere in this information statement as CSP Victory), is a holding company that is the owner of record of 1,540,041 shares of Company Common Stock. The principal business address of CSP Victory Limited is c/o Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands.

CSP Emerging Asia Fund I LP, a limited partnership formed under the laws of the Cayman Islands (“CSP Emerging Asia Fund I LP”), is a holding company that is the sole and managing member of CSP Victory Limited and an equityholder of CSP Alpha Co-invest LP (defined below). CSP Emerging Asia Fund I LP is managed by CSP EAF I GP (defined below), its general partner.

CSP EAF I GP Limited, an exempted limited company formed under the laws of the Cayman Islands (“CSP EAF I GP”), is the general partner of CSP Emerging Asia Fund I LP.

CSP Alpha Co-invest LP, a limited partnership formed under the laws of the Cayman Islands (“CSP Alpha Co-invest LP”), is an investment vehicle and an equityholder of CSP Alpha LP. CSP Alpha Co-invest LP is managed by CSP Alpha Co-Invest GP (defined below), its general partner.

CSP Alpha Co-Invest GP Limited, an exempted limited company formed under the laws of the Cayman Islands (“CSP Alpha Co-Invest GP”), is the general partner of CSP Alpha Co-Invest LP.

CSP Management Limited, an exempted limited company formed under the laws of the Cayman Islands (“CSP Management Limited”), is an investment management advisor and the sole and managing member of CSP Alpha GP, CSP Alpha Co-invest GP and CSP EAF I GP. The principal business address of CSP Management is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands.

Stockholm Parent, LLC, a Delaware limited liability company (referred to elsewhere in this information statement as Parent), is the sole shareholder of Merger Sub and was formed in the state of Delaware on October 6, 2023 solely for the purpose of entering into the Merger Agreement and to hold the shares of the Surviving Corporation following the consummation of the Merger.

Stockholm Merger Sub, Inc., a Delaware corporation (referred to elsewhere in this information statement as Merger Sub), was formed solely for the purpose of completing the Merger with the Company.

CSP Alpha Holdings Limited, an exempted limited company formed under the laws of the Cayman Islands (referred to elsewhere in this information statement as CSP Alpha Holdings), is a holding company that is the sole and managing member of Parent.

CSP Fund II LP, an exempted limited partnership formed under the laws of the Cayman Islands (referred to elsewhere in this information statement as CSP Fund II LP), is a holding company that is the sole and managing member of CSP Alpha Holdings. CSP Fund II LP is managed by CSP EAF II GP (defined below), its general partner.

CSP EAF II GP Limited, a limited partnership formed under the laws of the Cayman Islands (“CSP EAF II GP”), is the general partner of CSP Fund II Limited.

CSP Management II Limited, an exempted limited company formed under the laws of the Cayman Islands (“CSP Management II Limited”), is an investment management advisor and the sole and managing member of CSP EAF II GP.

Mukesh Sharda, a natural person, is an equityholder of CSP Management II Limited and CSP Management Limited and a director of CSP EAF II GP, CSP Management II Limited, CSP Alpha Parent, CSP Alpha GP, CSP Victory Limited, CSP Management Limited and Capital Square Partners Pte Ltd.

Bharat Rao, a natural person, is an equityholder of CSP Management II Limited and CSP Management Limited and a director of CSP EAF II GP, CSP Management II Limited, CSP Alpha Parent, CSP Alpha GP, CSP Victory Limited and CSP Management Limited.

Capital Square Partners Pte Ltd, a private limited company formed under the laws of Singapore (“Capital Square Partners Pte Ltd”), is an investment vehicle and equityholder of CSP Management II Limited and CSP Management Limited.

Sanjay Chakrabarty, a natural person, is the sole member of Capital Square Partners Pte Ltd and a director of CSP Alpha Holdings, CSP EAF II GP, CSP Management II Limited, CSP Alpha Parent, CSP Alpha GP, CSP Victory Limited, CSP Management Limited and Capital Square Partners Pte Ltd.

Rajeev Srivastava, a natural person, is an equityholder of CSP Management II Limited and a director of CSP Management II Limited and CSP EAF II GP.

For purposes of this information statement, “CSP Entities” means CSP Alpha Parent, CSP Alpha LP, CSP Alpha GP, CSP Victory, CSP Emerging Asia Fund I LP, CSP EAF I GP, CSP Alpha Co-invest LP, CSP Alpha Co-invest GP, CSP Management Limited, Parent, Merger Sub, CSP Alpha Holdings, CSP Fund II LP, CSP EAF II GP, CSP Management II Limited and Capital Square Partners Pte Ltd. For purposes of this information statement, “CSP Affiliates” means the CSP Entities, together with Sanjay Chakrabarty, Mukesh Sharda, Bharat Rao and Rajeev Srivastava.

Set forth below for each director of CSP EAF II GP and CSP Management II Limited is such director’s name, country of citizenship and principal business address. The five-year employment history and present principal occupation of Mr. Chakrabarty, Mr. Sharda and Mr. Rao is described above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company—Directors”. Since January 2023, Mr. Srivastava’s principal occupation has been serving as the Managing Partner of Capital Square Partners. In 2008 Mr. Srivastava founded Basil Technology Partners Pte Ltd (“Basil Partners”) and from 2008 to January 2023, Mr. Srivastava’s principal occupation was serving as the executive director of Basil Partners. None of CSP EAF II GP and CSP Management II Limited has any officers. None of the persons listed below has, to the knowledge of the CSP Affiliates, 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.

Set forth below for each director of CSP Alpha Parent, CSP Victory, CSP Alpha GP, CSP Alpha Co-Invest, CSP EAF I GP and CSP Management Limited is such director’s name, country of citizenship and principal business address. The five-year employment history and present principal occupation of Mr. Chakrabarty, Mr. Sharda and Mr. Rao is described above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company—Directors”. None of CSP Alpha Holdings, CSP Victory, CSP Alpha GP, CSP Alpha Co-Invest, CSP EAF I GP or CSP Management Limited has any officers. None of the persons listed below has, to the knowledge of the CSP Affiliates, 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.

Sanjay Chakrabarty is the sole director of CSP Alpha Holdings. Mr. Chakrabarty’s principal business address is 160 Robinson Road, #10-01, SBF Center, Singapore, 068914. Mr. Chakrabarty is a United States Citizen. Mr. Chakrabarty’s five-year employment history and present principal occupation is described above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company—Directors”. CSP Alpha Holdings does not have any officers. Mr. Chakrabarty has not, to the knowledge of the CSP Affiliates, 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.

Set forth below for each director of Capital Square Partners Pte Ltd is such director’s name, country of citizenship and principal business address. The five-year employment history and present principal occupation of Mr. Chakrabarty and Mr. Sharda is described above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company—Directors”. Capital Square Partners Pte Ltd does not have any officers. None of the persons listed below has, to the knowledge of the CSP Affiliates, 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.

Except as described below, elsewhere in this information statement, including in the section titled “Other Important Information Regarding the Company–Market Price of Shares and Dividends”, in the section titled “Background of the Merger” with respect to the offer in the August 2022 Proposal Letter, and in the section titled Special Factors—Position of the Company on the Fairness of the Merger” with respect to the equity financing commitment under the Equity Commitment Letter, and other than the Merger Agreement and agreements entered into in connection therewith, and certain activity related to the Company’s equity compensation awards discussed elsewhere in this information statement, during the past two years: (a) there were no negotiations, transactions or material contacts between the Company and its affiliates, on the one hand, and any of the CSP Affiliates, on the other hand, concerning any merger, consolidation, acquisition, tender offer for or other acquisition of any class of the Company’s securities, election of the Company’s directors or sale or other transfer of a material amount of assets of the Company; (b) the Company and its affiliates did not enter into any other transaction with an aggregate value exceeding one percent of the Company’s consolidated revenues with any CSP Affiliate; and (c) none of the Company’s executive officers, directors or affiliates that is a natural person (in each case, in their capacities as such) entered into any transaction during the past two years with an aggregate value (in respect of such transaction or series of similar transactions with that person) exceeding $60,000 with any CSP Affiliate.

On December 27, 2022, Alpha Subsidiary, entered into an Acquisition and Redemption Agreement among CSP Fund II LP (acting through its general partner CSP EAF II GP), as incoming additional limited partner, CSP Alpha as the retiring limited partner and CSP CSS GP Limited, in its capacity as general partner of CSS Corp LP (the “Partnership”) (the “Acquisition and Redemption Agreement”). The Partnership was formed for the purpose of investing in CSS Corp Technologies (Mauritius) Limited or any of intermediary holding vehicles holding any securities or assets of the foregoing entities.

Pursuant to the Acquisition and Redemption Agreement, at the completion on December 27, 2022, the Partnership redeemed in full all of the partnership interests held by CSP Alpha in the Partnership for a cash redemption price of USD$45,683,333 paid to CSP Alpha (the “Redemption Transaction”). Following the Redemption Transaction, CSP Alpha ceased to be a limited partner of the Partnership and has no rights or liabilities relating to the Partnership with respect to periods after the completion of the redemption.

In connection with the Company’s original investment in the Partnership, the Company also entered into a call option agreement with CSP EAF Fund LP on February 19, 2021, and a call option agreement with CSP Management Limited on February 21, 2021 (collectively, the “Option Agreements”). The Option Agreements provided the Company the right (but not the obligation), to acquire all of the interest in the Partnership held by CSP EAF Fund LP and CSP Management Limited. Such Option Agreements can only be exercised between August 19, 2022 and April 19, 2023 and are not transferable to any third parties. In connection with the Redemption Transaction, the Company determined that it will not be exercising the call options provided for by the Option Agreements.

Mr. Rao is party to an employment agreement to serve as the Chief Executive Officer of the Company providing (1) an annual base compensation of $600,000; (2) a target annual bonus opportunity of $600,000, subject to the terms and conditions set forth in the Company’s annual Executive Incentive Bonus Plan, provided that Mr. Rao’s bonus for the 2022 calendar year shall not be less than 100% of the target bonus; and (3) an inducement grant consisting of 550,000 options to purchase the Company’s common stock with an exercise price equal to the fair market value of a share of the Company’s common stock on the date of the grant, which shall vest in equal quarterly installments over a four (4) year period. In the event that the market price of one share of Company stock on the date of grant is greater than $5.75, then Mr. Rao will be eligible to receive an award of Company restricted stock units with the same vesting terms as the initial option award and with a grant date fair value equal to the difference between the strike price and $5.75 multiplied by 550,000.

On July 3, 2018, the Company consummated a transaction, pursuant to which the Company acquired all of the outstanding capital stock of CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”) from

CSP Alpha Parent in exchange for the issuance of 20,600,000 shares of Company Common Stock to CSP Alpha Parent and for certain other considerations (such transactions are referred to herein as the “Aegis Transactions”). In connection with the Aegis Transactions, CSP Alpha Parent entered into a Management Services Agreement with Aegis, pursuant to which CSP Parent provides Aegis with specified services, including:

Aegis pays CSP Alpha Parent an annual management fee of $400,000 per year. Aegis also reimburses CSP Alpha Parent for all costs and expenses reasonably incurred by CSP Alpha Parent in connection with the provision of the management services. The Management Services Agreement will continue in effect until the termination of the agreement by mutual agreement of CSP Alpha Parent and Aegis.

On July 20, 2018, in connection with the consummation of the Aegis Transactions, the Company and CSP Alpha Parent entered into a Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that the Board shall consist of nine members comprised initially of (i) five directors (including the chairman), to be designated by the CSP Alpha Parent (the “CSP Directors”), (ii) the Company’s chief executive officer, and (iii) three independent directors, reasonably acceptable to CSP Alpha Parent (the “Non-Stockholder Directors”) and that if CSP Alpha Parent does not initially designate all five of the CSP Directors, it shall have the right to fill any vacancy at any time. The Stockholders Agreement provides that such Board composition shall continue so long as CSP Alpha Parent or its affiliates own 50% or more of the outstanding shares of Company Common Stock. The Stockholders Agreement further provides that if CSP Alpha Parent’s ownership falls below 50%, CSP Alpha Parent shall designate (i) four directors so long as it owns 35% or more, but less than 50%, (ii) three directors, so long as it owns 25% or more, but less than 35%; (iii) two directors, so long as it owns 15% or more, but less than 25%; and (iv) one director, so long as it owns 10% or more, but less than 15%. If CSP Alpha Parent ceases to beneficially own the minimum percentage of outstanding shares of Company Common Stock necessary to nominate the corresponding number of CSP Directors, CSP Alpha Parent shall cause the necessary number of the CSP Directors to offer to resign from the Board, so that the number of the CSP Directors is consistent with CSP Alpha Parent’s ownership percentage.

The Stockholders Agreement provides that if the size of the Board is increased or decreased, CSP Alpha Parent shall have the right to designate one or more directors to the Board such that the total number of CSP Directors shall be proportional to the number set forth in the preceding paragraph. In the event of a vacancy on the Board for a Non-Stockholder Director, the Company’s governance and nominating committee shall have the sole right to fill such vacancy or designate a person for nomination, such person to be reasonably acceptable to CSP Alpha Parent. In the event of a vacancy on the Board for a CSP Director, the vacancy of which was not caused by the resignation of a director pursuant to CSP Alpha Parent’s change in ownership, the Board is to fill the vacancy with a substitute CSP Director.

The Stockholders Agreement further provides that the Company shall avail itself of all “controlled company” exceptions to the corporate governance listing rules of the NYSE for so long as CSP Alpha Parent owns more than 50% of the voting power for the election of directors, and thereafter the Company and CSP Alpha Parent shall take all necessary actions to comply with the corporate governance listing rules of the NYSE. In addition, the Stockholders Agreement provides that the committees of the Board will include an audit committee consisting of three Non-Stockholder Directors, as well as a Compensation committee and a governance and nominating committee, each consisting of three directors, including at least one Non-Stockholder Director. The number of Non-Stockholder Directors on all other committees is required to be proportional to the number of Non-Stockholder Directors on the Board; provided that each such committee shall have at least one Non-Stockholder Director.

Pursuant to the Stockholders Agreement, the Company renounces the expectation of corporate opportunities other than those expressly offered to a CSP Director or their affiliates solely in, and as a direct result of, their capacity as director of the Company. CSP Alpha Parent is required to (and will cause its affiliates to) maintain the confidentiality of and not use or otherwise exploit for its own or any third party’s benefit, any of the Company’s confidential information. To the extent permitted by NYSE rules, and for so long as CSP Alpha Parent owns

50% or more of the Company’s outstanding common stock, CSP Alpha Parent shall have a right to purchase its pro-rata portion of any securities the Company may propose to issue apart from any Excluded Securities (as defined in the Stockholders’ Agreement).

The Company agrees to keep accurate books, records and accounts and for so long as CSP Alpha Parent owns 10% or more of the outstanding shares of Company Common Stock, (a) permit CSP Alpha Parent and its designated representatives reasonable access to the books and records of the Company and to discuss the affairs, finances and condition of the Company with the Company’s officers and (b) provide reasonable access to (i) the Company’s auditors and officers, (ii) copies of all materials provided to the Board, (iii) the Company’s appropriate officers and directors and (iv) operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its subsidiaries.

The Stockholders Agreement also includes provisions regarding registration rights. The Company has agreed that CSP Alpha Parent and any subsidiary of CSP Alpha Parent that holds registrable securities shall have the right to make no more than four demands for the registration of registrable securities then held by such stockholders. The Company has also agreed to provide customary piggyback registration rights to CSP Alpha Parent. CSP Alpha Parent and any subsidiary of CSP Alpha Parent that holds registrable securities may require the Company to file a Form S-3 relating to the offer and sale of registrable securities then held by such stockholders. The Stockholders Agreement requires CSP Alpha Parent and any subsidiary of CSP Alpha Parent that holds registrable securities to enter into customary agreements restricting the sale or distribution of certain company securities to the extent required by the lead managing underwriter(s) with respect to certain underwritten securities offerings in which CSP Alpha Parent or such subsidiary participates.

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. The Company encourages 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 89.

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Parent or any of their respective subsidiaries or affiliates. 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.

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, and the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation.

The Merger will become effective at the time when the certificate of merger has been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties in writing and specified in the certificate of merger. The closing of the Merger will take place on the date that is no later than the third (3rd) business day after the satisfaction or waiver by the party entitled thereto of all conditions to the consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of such conditions) unless otherwise mutually agreed between the Company and Parent.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, the following will occur:

At the Effective Time, each Company Option, with a per share exercise price that is less than the Merger Consideration that is outstanding and unexercised immediately prior to the Effective Time will be vested, cancelled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the number of shares of Company Common Stock subject to the Company Option immediately before the Effective Time multiplied by (ii) the Merger Consideration, net of the applicable per share exercise price (the “Option Payment”); provided, however, that the Option Payment for each Company Option will be reduced by the amount of any required tax withholdings in accordance with the Merger Agreement. From and after the Effective Time, no Company Option will be outstanding and exercisable, and each Company Option will entitle the holder thereof only to the payment provided for in the Merger Agreement.

At the Effective Time, each then outstanding Company RSU Award, Company PSU Award and Company DSU Award granted under the Company Equity Plans, as applicable, shall be vested and will be cancelled and, in exchange therefor, each holder of any such Company RSU Award, Company PSU Award or Company DSU Award, as applicable, will be entitled to receive, in consideration for such cancellation and in settlement therefor, a payment in cash of an amount equal to the product of (i) the number of vested units subject to such Company RSU Award, Company PSU Award or Company DSU Award, as applicable, multiplied by (ii) the Merger Consideration (without interest); provided that Company PSU Awards will be deemed vested at the greater of (A) actual performance determined as of immediately prior to the Effective Time and (B) target level of performance; provided, however, that any such payments will be reduced by the amount of any required tax withholdings in accordance with the Merger Agreement.

Appraisal Shares will not be converted into the right to receive the Merger Consideration and, if holders of the Appraisal Shares properly and validly perfected their statutory rights of appraisal in respect of such Appraisal Shares in accordance with Section 262 of the DGCL, such holders of such Appraisal Shares will be entitled to receive payment of the fair value of such Appraisal Shares in accordance with Section 262 of the DGCL, as further described in the section titled “Appraisal Rights”. If any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses his, her or its appraisal rights, such Appraisal Shares will then be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration, without any interest thereon.

The Company will give Parent notice of any written demands for appraisal of shares of Company Common Stock, withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company with respect to the Appraisal Shares promptly after receipt by the Company. The Company will also give Parent the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal pursuant to the DGCL in respect of such Appraisal Shares. The Company will not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands, or offer to settle or settle any such demands, or agree to do any of the foregoing.

Prior to the Effective Time, Parent and Merger Sub will appoint a bank or trust company reasonably acceptable to the Special Committee to serve as the Paying Agent and enter into an agreement reasonably acceptable to the Special Committee relating to the Paying Agent’s responsibilities with respect to the Merger Agreement. At or prior to the Effective Time, Parent or Merger Sub will deposit or cause to be deposited with the Paying Agent an amount in cash sufficient to pay for the aggregate Merger Consideration (other than in respect of Excluded Shares) (the “Payment Fund”).

Promptly after the Effective Time (and in any event within two (2) business days thereafter or such longer period as may be required by the Paying Agent), the Surviving Corporation will cause the Paying Agent to mail to each holder of record of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass only upon delivery of Share Certificates (or affidavits of loss in lieu of the Share Certificates) to the Paying Agent (such letter of transmittal to be in such form and have such other provisions as reasonably agreed to by Parent and the Special Committee prior to the Effective Time) and (ii) instructions for effecting the surrender of Share Certificates to the Paying Agent in exchange for payment of the aggregate Merger Consideration to which such holders are entitled pursuant to the Merger Agreement.

Holders of Book-Entry Shares will not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration. With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company will reasonably cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of shares held of record by DTC or its nominees, the Merger Consideration to which the beneficial owners thereof are entitled to receive pursuant to the Merger Agreement.

Upon surrender to the Paying Agent of Shares that (A) are Share Certificates (or affidavits of loss in lieu of the Share Certificates), together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent and (B) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of such Share Certificates or Book-Entry Shares will be entitled to receive in exchange therefor, and Parent will cause the Paying Agent to deliver to each such holder, as promptly as reasonably practicable after the Effective Time (but in no event more than two (2) Business Days for Book-Entry Shares), the aggregate Merger Consideration into which the shares of Company Common Stock formerly represented by such Share Certificate or Book-Entry Share, as applicable, were converted pursuant to the Merger Agreement. No interest will be paid or accrue on any amount payable upon surrender of any Share Certificate (or affidavit of loss in lieu thereof in accordance with the Merger Agreement) or in respect of any Book-Entry Share.

From and after the Effective Time, there will be no transfers on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Share Certificate or acceptable evidence of a Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled to receive pursuant to the Merger Agreement.

Any portion of the Payment Fund (including the proceeds of any investments of the Payment Fund) that remains unclaimed by, or otherwise undistributed to, the holders of Share Certificates or Book-Entry Shares by the one year anniversary of the Effective Time will be delivered to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation. Any holder of shares of Company Common Stock (other than Excluded Shares) who has not theretofore complied with the procedures for receiving the Merger Consideration will thereafter look only to the Surviving Corporation for payment of the Merger Consideration (after giving effect to any required tax withholdings as provided in the Merger Agreement) upon delivery of the Share Certificates (or affidavits of loss in lieu of the Share Certificates) or Book-Entry Shares, without any interest thereon. None of the Surviving Corporation, Parent, the Paying Agent or any other person will be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. To the fullest extent permitted by law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any governmental authority,

such Merger Consideration will become the property of Parent or the Surviving Corporation, as Parent directs, free and clear of all claims or interest of any person previously entitled thereto.

Each of Parent, the Surviving Corporation and the Paying Agent (and their respective affiliates and representatives), as applicable, will be entitled to deduct and withhold from any amounts otherwise payable to any person in connection with the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment, or the vesting, waiver of restrictions or other actions provided for in the Merger Agreement under applicable law with respect to taxes. Any amounts so deducted or withheld and remitted by the applicable withholding agent to the appropriate taxing authority will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

At the Effective Time, (a) the certificate of incorporation of the Company will be amended and restated in its entirety to be in the form attached as an exhibit to the Merger Agreement, except that the name of the Surviving Corporation shall be the name of the Company and provisions naming the initial board of directors or relating to the incorporator shall be omitted, and (b) the bylaws of the Surviving Corporation will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation.

The Merger Agreement contains representations and warranties of Parent, Merger Sub and the Company, including representations and warranties relating to, among other things:

In addition, the Merger Agreement contains the following representations and warranties of the Company relating to, among other things:

The Merger Agreement also contains the following representations and warranties of Parent and Merger Sub relating to, among other things:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Company Material Adverse Effect”. The Merger Agreement provides that a Company Material Adverse Effect means any condition, fact, occurrence, development, change, circumstance, event or effect (each, an “Effect”) that (a) prevents or delays the consummation by the Company or any Company Subsidiary of the Merger or the other transactions contemplated by the Merger Agreement on or before the Outside Date (as defined below) or (b) would have, or would reasonably be expected to have, individually or in the aggregate, together with all other Effect, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole, excluding, for purposes of clause (b), any Effect arising out of or resulting from:

except that, in the case of the first five bullets above, to the extent that the Company and its subsidiaries, taken as a whole, are disproportionately adversely affected by such matters as compared to other companies operating in the same industry in which the Company and its subsidiaries operate (in which case, only the incremental disproportionate adverse effect may be taken into account in determining whether there has been or will be a Company Material Adverse Effect).

Except (i) as expressly required or expressly provided by the Merger Agreement, (ii) as required by applicable law, (iii) as expressly consented to in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned) (any action or omission taken or omitted to be taken by the Company or any subsidiary of the Company at the direction or with the actual knowledge of certain specified officers of the Company who are affiliated with the Sponsor (each of such person, a “Dual Representative”) will be deemed to have been taken with Parent’s prior written consent) or (iv) as specifically set forth on the confidential company disclosure schedules to the Merger Agreement, from the date of the Merger Agreement until the earlier to occur of the valid termination of the Merger Agreement and the Effective Time, the Company will, and will cause each of its subsidiaries to, use reasonable best efforts to (A) conduct their businesses in all material respects in the ordinary course of business consistent with past practice, (B) preserve intact their business organizations, (C) preserve the present relationships and goodwill with those persons having significant business relationships with the Company and its subsidiaries, and (D) comply with and maintain all material permits required to conduct its and their businesses and to own, lease and operate its and their properties and assets.

Without limiting the generality of the foregoing, subject to the exceptions described in (i) through (iv) of the foregoing paragraph, from the date of the Merger Agreement to the earlier of the valid termination of the Merger Agreement and the Effective Time, the Company will not, and will not permit any of its subsidiaries to:

In accordance with the terms of the Merger Agreement, Parent was required to deliver to the Company the duly executed Sponsor Written Consent as soon as practicable (and in any event within 24 hours) after the execution and delivery of the Merger Agreement. The Sponsor Written Consent was delivered to the Company on October 10, 2023, shortly after the execution of the Merger Agreement. The Sponsor Written Consent became effective at 6:00 p.m. New York City time on November 9, 2023.

The Company has agreed that it will not, and it will cause its subsidiaries and its and its subsidiaries’ Representatives (as defined in the Merger Agreement) to, directly or indirectly, not:

The obligations described in the five bullets points above are referred to herein as the “No-Shop Obligations.” The Merger Agreement provides that the term “Competing Proposal” means any inquiry, proposal, indication of interest or offer from any person or group (other than Parent, Merger Sub or any of their respective affiliates) to engage in a transaction or series of related transactions contemplating or relating to:

For the avoidance of doubt, the Merger and the other transactions contemplated by the Merger Agreement will not be deemed a Competing Proposal.

From and after the execution of the Merger Agreement until the earlier of the valid termination of the Merger Agreement and the Effective Time, the Company will, and will cause its subsidiaries and its and their respective Representatives, to:

The Company is required to promptly (and, in any event, within twenty-four (24) hours) give written notice to Parent if any (i) inquiries, proposals, or offer from a third-party relating to any Competing Proposal (or that would reasonably be expected to lead to any Competing Proposal) are received by, (ii) information is requested in connection with any Competing Proposal (or that would reasonably be expected to lead to any Competing Proposal) from or (iii) discussions or negotiations sought to be initiated with respect to any Competing Proposal (or that would reasonably be expected to lead to any Competing Proposal) with, the Company, any of its subsidiaries or any of its or their Representatives, with such notice indicating the identity of such third-party, the material terms and conditions of the Competing Proposal, inquiry, proposal, offer, request, discussion or negotiation and a description of any material written requests, proposals or offers, including proposal amendments.

Notwithstanding the foregoing restrictions, prior to the Written Consent Effective Time, the Company, its subsidiaries and its and their Representatives were allowed, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information or data, including with respect to the Company and its subsidiaries, and participate in discussions and negotiations with respect to an unsolicited Competing Proposal that either constituted or would reasonably be expected to lead to a Superior Proposal (as defined below).

The Merger Agreement provides that the term “Superior Proposal” means a bona fide written Competing Proposal (with references to 20% being deemed to be replaced with references to 50%) made after the date of the Merger Agreement by a third party that:

Neither the Board nor any committee of the Board will take any of the following actions constituting a “Change of Company Recommendation”:

A Change of Company Recommendation will have no effect on the effectiveness of the Sponsor Written Consent.

Prior to the Written Consent Effective Time, the Board or the Special Committee were allowed to make a Change of Company Recommendation in response to an intervening event or a Competing Proposal, in each case, under certain specified circumstances and after complying with certain specified procedural requirements.

For six (6) years from and after the Closing, Parent will cause the Surviving Corporation to indemnify, defend and hold harmless all past and present officers and directors of the Company or any of its subsidiaries (the “Indemnified Parties”) to the fullest extent permitted by law against (i) all losses, expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement, in connection with any claim, action, suit, proceeding or

investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) arising out of, pertaining to, or by reason of the fact that such person is or was a director or officer of the Company or any Company Subsidiary (the “Indemnified Liabilities”) and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by the Merger Agreement, whether asserted or claimed prior to, at or after the Effective Time, in each case that the Company and its subsidiaries would have been permitted under or required by applicable law and the Company’s charter, bylaws and any indemnification agreements of the Company in effect on the date of the Merger Agreement to indemnify such Indemnified Parties. Additionally, for not less than 6 years from and after the Effective Time, Parent will cause the organizational documents of the Surviving Corporation and its subsidiaries to maintain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses for periods at or prior to the Effective Time than are set forth in the Company’s charter, bylaws or such other organizational documents.

The Company is permitted to, prior to the Effective Time, and if the Company fails to do so, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate to the intended beneficiaries thereof than the Company’s existing directors’ and officers’ liability insurance policy. During the period commencing at the Effective Time and ending on the six (6) year anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain in full force and effect, for its full term, the D&O Insurance and cause all obligations thereunder to be honored by the Surviving Corporation. In satisfying its D&O Insurance obligations, the Surviving Corporation will not be obligated to pay annual premiums in excess of 300% of the then current aggregate annual premium of the Company’s existing policy in place at the Effective Time (the “Maximum Annual Premium”). If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then the Company will be permitted to purchase the maximum amount of coverage under the D&O Insurance that can be obtained for an amount equal to the Maximum Annual Premium.

If the Surviving Corporation or Parent (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, Parent will, and will cause the Surviving Corporation to, require such successors, assigns or transferees of the Surviving Corporation or Parent to assume the indemnification and insurance obligations set forth above.

The Merger Agreement contains other covenants and agreements, in which each of Parent and the Company covenants or agrees to:

In addition, the Company will:

The obligation of each party to effect the Merger is subject to the satisfaction or, to the extent not prohibited by applicable law, waiver of, at or prior to the Effective Time, of the following conditions:

The Sponsor Written Consent was delivered to the Company on October 10, 2023 shortly after the execution of the Merger Agreement with an effective time of the Written Consent Effective Time.

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

The obligation of the Company to effect the Merger is also subject to satisfaction or waiver by the Company at or prior to the Closing of the following conditions:

The Merger Agreement may be terminated and the Merger and any other transactions contemplated by the Merger Agreement may be abandoned at any time prior to the Effective Time by the mutual written consent of Parent and the Company (upon approval of the Special Committee).

In addition, the Merger Agreement may be terminated and the Merger and any other transactions contemplated by the Merger Agreement may be abandoned at any time prior to the Effective Time by either Parent or the Company (upon approval of the Special Committee):

The Merger Agreement also includes a termination right for (i) the Company if the Sponsor Written Consent is not delivered by Parent within 24 hours of signing the Merger Agreement (which right is no longer exercisable because the Sponsor Written Consent was delivered to the Company on October 10, 2023 shortly after the execution of the Merger Agreement), (ii) the Company, prior to the Written Consent Effective Time, if it receives a Superior Proposal and enters into an Alternative Acquisition Agreement in connection with such Superior Proposal (subject to compliance with the non-solicitation provisions of the Merger Agreement and the concurrent payment of the Company Termination Fee) (which right is no longer exercisable because the Written Consent Effective Time occurred) and (iii) Parent, if prior to the Written Consent Effective Time, a Change of Company Recommendation occurs or the Company enters into an Alternative Acquisition Agreement (which right is no longer exercisable because the Written Consent Effective Time occurred).

Fees Payable by Company. The Company will pay Parent a termination fee of $1,850,000 (the “Company Termination Fee”) if (i) Parent or the Company terminates the Merger Agreement pursuant to the Outside Date Termination Right or the Merger Agreement Breach Termination Right and (ii)(A) a Competing Proposal was disclosed or delivered to the Company prior to such termination and (B) the Company enters into an Alternative Acquisition Agreement with respect to such Competing Proposal or consummates a Competing Proposal within 12 months of such termination.

Pursuant to the Merger Agreement, the Company would also have been required to pay the Company Termination Fee in the following circumstances (which are no longer applicable upon occurrence of the Written Consent Effective Time):

Sole and Exclusive Remedy. The Company Termination Fee will be the sole and exclusive remedy for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective affiliates or any other person in connection with the Merger Agreement (and the termination hereof), the Merger and the other transactions contemplated thereby (and the abandonment thereof) or any matter forming the basis for such termination, except that such payment will not relieve any party of any liability or damages to any other party resulting from any common law fraud or intentional breach of the Merger Agreement.

Enforcement Costs. If the Company fails to timely pay the Company Termination Fee and, to obtain such payment, Parent commences a suit that result in a judgment against the Company for such amount, the Company will pay to Parent interest on such amount at the prime rate of J.P. Morgan, N.A. in effect on the date such payment was required to be made.

Expenses: Except as otherwise provided in the Merger Agreement, all costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including all fees and expenses of its representatives, will be paid by the party incurring such expenses.

At any time prior to the Effective Time, the Merger Agreement may be amended if it is in writing and signed by Parent, Merger Sub and the Company, or in the case of a waiver or extension, by the party to be bound by such waiver or extension. After the Written Consent Effective Time, no amendment of the Merger Agreement may be made that by applicable law requires further approval by the holders of shares of Company Common Stock without obtaining such further approval. The Sponsor Written Consent was delivered on October 10, 2023 shortly after the execution of the Merger Agreement and became effective at the Written Consent Effective Time.

By entering into the Merger Agreement, each party thereto, with respect to any proceeding arising out of or relating to the Merger Agreement, the agreements delivered in connection therewith or transactions contemplated thereby or for recognition or enforcement of any judgment relating thereto, (i) expressly submitted to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware and any state appellate court therefrom or, if such court declines to accept jurisdiction over a particular matter, any Delaware state or federal court located in the State of Delaware (the “Chosen Courts”), (ii) irrevocably and unconditionally waived and agreed not to assert in any such proceeding (1) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason, (2) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such and (3) that a proceeding in any such court is brought in an inconvenient forum, the venue of such proceeding is improper or the Merger Agreement, or the subject matter thereof, may not be enforced in or by such courts and (iii) irrevocably submitted to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding.

The parties to the Merger Agreement are entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions of the Merger Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

The parties to the Merger Agreement agreed that, (i) the seeking of remedies of specific performance shall not in any way constitute a waiver by any party seeking such remedies of its right to seek any other form of relief that may be available to it under the Merger Agreement in the event that the Merger Agreement has been terminated or in the event that the remedies of specific performance are not available or otherwise are not granted, (ii) nothing set forth in the Merger Agreement shall require a party to institute any proceeding for (or limit a party’s right to institute any proceeding for) specific performance or other equitable relief under the Merger Agreement, or as a condition, to exercising any termination right thereunder (and pursuing damages after such termination), nor shall the commencement of any proceeding seeking remedies of specific performance or anything set forth in the Merger Agreement or limit a party’s right to terminate the Merger Agreement in accordance with its terms or pursue any other remedies under the Merger Agreement that may be available then or thereafter and (iii) no party shall require the other to post any bond or other security as a condition to institute any proceeding for specific performance. The parties to the Merger Agreement further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

The Merger Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regarding to any choice or conflict of law provision or rule.

Set forth below is certain selected historical consolidated financial data relating to the Company. The historical selected financial data as of and for the nine month periods ended September 30, 2022 and September 30, 2023 is derived from the unaudited consolidated financial statements and data for fiscal years ended December 31, 2021 and December 31, 2022 is derived from the Company’s audited consolidated financial statements.

This information is only a summary. The selected historical consolidated financial data as of December 31, 2021 and 2022 should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022 and the selected historical consolidated financial data as of and for the nine months ended September 30, 2022 and 2023 should be read in conjunction with the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2023, each of which is incorporated by reference into this information statement in its entirety. More comprehensive financial information is included in such reports, including management’s discussion and analysis of financial condition and results of operations, and other documents filed by the Company with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. See “Where You Can Find More Information.” Results of interim periods are not necessarily indicative of the results expected for a full year or for future periods.