BBRG Bravo Brio Restaurant Grp., Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

BRAVO BRIO RESTAURANT GROUP, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Bravo Brio Restaurant Group, Inc.

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To our Shareholders:

On March 7, 2018, Bravo Brio Restaurant Group, Inc. (the “Company”), Bugatti Parent, Inc., a Delaware corporation and an affiliate of Spice Private Equity (Bermuda) Ltd. and GP Investments, Ltd. (“Parent”), and Bugatti Merger Sub, Inc., an Ohio corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) that provides for Parent to acquire the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the merger (the “Effective Time”), Merger Sub will merge with and into the Company (the “Merger”), so that the Company will be the surviving corporation in the Merger and will become a direct wholly owned subsidiary of Parent.

At the Effective Time, each common share of the Company, no par value per share (each a “Company Common Share”), issued and outstanding immediately prior to the Effective Time (except (a) each Company Common Share held by the Company as a treasury share or owned by any of the Company’s direct or indirect wholly owned subsidiaries or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time and (b) any Company Common Shares that are issued and outstanding immediately prior to the Effective Time that are held by any shareholder (a “Company Shareholder”) who was a record holder of Company Common Shares as to which such Company Shareholder seeks relief as of the date fixed for determination of Company Shareholders entitled to notice of the special meeting of Company Shareholders (the “Special Meeting”) in connection with the Merger, and who delivers to the Company, in accordance with Section 1701.85 of the Ohio General Corporation Law, a written demand for payment of the fair cash value for such Company Common Shares prior to the Special Meeting and for such Company Common Shares that have not been voted in favor of the proposal to approve and adopt the Merger Agreement at the Special Meeting) will be converted into the right to receive $4.05 in cash without interest, less any applicable withholding taxes (the “Merger Consideration”). The Merger Consideration represents a premium of approximately 37% over the volume weighted average price of Company Common Shares on the NASDAQ Global Select Market (“NASDAQ”) for the 90-day period immediately preceding March 7, 2018, the date of the Merger Agreement.

On April 16, 2018, the most recent practicable date before this proxy statement was mailed to our shareholders, the closing price for Company Common Shares on NASDAQ was $3.975 per share. We urge you to obtain current market quotations for Bravo Brio Restaurant Group, Inc. (trading symbol “BBRG”).

Company Shareholders will be asked to vote (i) to approve and adopt the Merger Agreement (the “Merger Proposal”), (ii) to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “Compensation Proposal”) and (iii) to approve one or more adjournments of the Special Meeting, if necessary or advisable, including adjournments to permit further solicitation of proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement (the “Adjournment Proposal”), in each case, as described in the attached proxy statement. Approval of the Merger Proposal requires the affirmative vote in person or by proxy of holders of a majority of the issued and outstanding Company Common Shares entitled to vote thereon. Approval of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of Company Common Shares present in person or represented by proxy at the Special Meeting.

The Special Meeting will be held on May 22, 2018 at 9 a.m., Eastern Time, at our Brio Polaris Fashion Place restaurant, located at 1500 Polaris Parkway, Columbus, Ohio 43240.

The board of directors of the Company (the “Company Board”) has unanimously (a) determined that it is advisable, fair and in the best interests of the Company and the Company Shareholders to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, (b) authorized, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, (c) determined that the terms of the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the Company Shareholders and (d) directed that the Merger Agreement be submitted to the Company Shareholders for authorization, adoption and approval. The Company Board unanimously recommends that Company Shareholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger, the Merger Agreement, the documents related to the Merger and other related matters. Please carefully read the entire proxy statement, including its annexes, and any documents incorporated in the proxy statement by reference. In particular, you should read the section entitled “Cautionary Statement Concerning Forward-Looking Statements” in this proxy statement for a description of the risks related to the proposed Merger and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and the other reports filed by the Company with the Securities and Exchange Commission and incorporated by reference into the proxy statement, for a description of the risks related to the Company’s business.

On behalf of the Company Board, thank you for your cooperation and continued support of the Company.

Sincerely,

/s/ Brian T. O’Malley

Brian T. O’Malley

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

The date of this proxy statement is April 18, 2018 and it is first being mailed or otherwise delivered to Company Shareholders on or about April 20, 2018.

Bravo Brio Restaurant Group, Inc.

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

If you have any questions about the Merger or the accompanying proxy statement, would like additional copies of the proxy statement or need assistance voting your Company Common Shares, please contact the Company’s proxy solicitor, MacKenzie Partners, Inc., by telephone at (212) 929-5500 or (800)-322-2885 or by email at proxy@mackenziepartners.com. If you hold your shares in “street name” through a bank, broker or other holder of record, please also contact your bank, broker or other holder of record for additional information.

Each copy of the proxy statement mailed to Company Shareholders is accompanied by a form of proxy card with instructions for voting. Regardless of whether you plan to attend the Special Meeting, please vote as soon as possible by accessing the Internet site listed on the proxy card, voting telephonically using the phone number listed on the proxy card or submitting your proxy card by mail. If you hold Company Common Shares in your name as a shareholder of record and are voting by mail, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of record of Company Common Shares who is present at the Special Meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked at any time before the Special Meeting in the manner described in the accompanying proxy statement. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. If you hold your stock in “street name” through a bank, broker or other holder of record, please follow the instructions on the voting instruction card furnished by the record holder. “Street Name” holders wishing to vote in person at the Special Meeting must obtain a legal proxy from their bank, broker or other holder of record.

At the effective time of the Merger (the “Effective Time”), each Company Common Share, issued and outstanding immediately prior to the Effective Time (except (a) each Company Common Share held by the Company as a treasury share or owned by any of the Company’s direct or indirect wholly owned subsidiaries or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time and (b) any Company Common Shares that are issued and outstanding immediately prior to the Effective Time that are held by any Company Shareholder who was a record holder of Company Common Shares as to which such Company Shareholder seeks relief as of the date fixed for determination of Company Shareholders entitled to notice of the Special Meeting in connection with the Merger, and who delivers to the Company, in accordance with Section 1701.85 of the Ohio General Corporation Law, a written demand for payment of the fair cash value for such Company Common Shares prior to the Special Meeting and for such Company Common Shares that have not been voted in favor of the Merger Proposal at the Special Meeting) will be converted into the right to receive $4.05 in cash without interest, less any applicable withholding taxes (the “Merger Consideration”). Under Ohio law, Company Shareholders who do not vote in favor of the adoption of the Merger Proposal will have dissenters’ rights to seek the fair cash value of their Company Common Shares, but only if they submit a written demand to the Company for such fair cash value before the vote on the Merger Proposal and comply with the other Ohio law procedures explained in the accompanying proxy statement. Company Shareholders who properly exercise their dissenters’ rights and comply with Ohio law procedures, and whose dissenters’ rights are not terminated, will have the right to receive the fair cash value of their Company Common Shares and will not receive the Merger Consideration.

The enclosed proxy statement provides a detailed description of the Special Meeting, the Merger, the Merger Agreement, the documents related to the Merger and other related matters. Please carefully read the entire proxy statement, including its annexes and any documents incorporated in the proxy statement by reference.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Diane D. Reed

Diane D. Reed

Corporate Secretary

Date: April 18, 2018

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about the Company from documents filed with the Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this proxy statement. You can obtain any of the documents filed with or furnished to the SEC by the Company at no cost from the SEC’s website at https://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement, at no cost by contacting the Company at the following address:

Bravo Brio Restaurant Group, Inc.

Attention: Investor Relations

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

Telephone: (614) 326-7944

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the Special Meeting. This means that Company Shareholders requesting documents must do so by May 15, 2018, in order to receive them before the Special Meeting.

For additional questions about the Merger, assistance in submitting proxies or voting Company Common Shares, or to request additional copies of the proxy statement or the enclosed proxy card, please contact:

1407 Broadway, 27 ^th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

or

Toll Free: (800) 322-2885

Email: proxy@mackenziepartners.com

If you hold your shares in “street name” through a bank, broker or other holder of record, please also contact your bank, broker or other holder of record for additional information.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated April 18, 2018, and you should assume that the information in this proxy statement is accurate only as of such date.

This proxy statement does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

See “Where You Can Find More Information” beginning on page 96 for more details.

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

Annexes

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions that you may have about the Merger, the Merger Agreement and the Special Meeting. The information in this section does not provide all of the information that might be important to you with respect to the Merger, the Merger Agreement or the Special Meeting. We urge you to read carefully the remainder of this proxy statement, the annexes attached hereto and the other documents referred to or incorporated by reference herein, which contain additional important information. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in “Where You Can Find More Information.”

The Merger cannot be consummated unless, among other things, holders of a majority of Company Common Shares entitled to vote approve the Merger Proposal.

This proxy statement contains important information about the Merger and the other proposals being voted on at the Special Meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your Company Common Shares voted by proxy without attending the Special Meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Company Restricted Shares. At the Effective Time, each Company Restricted Share will be cancelled without any action on the part of the holder thereof in consideration for the right of such holder to receive, without interest, a cash payment equal to the Merger Consideration.

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Company Options. At the Effective Time, each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled without any action on the part of the holder thereof in consideration for the right of the holder to receive, without interest, a cash payment equal to the product of (a) the number of Company Common Shares subject to such Company Option multiplied by (b) the amount by which the Merger Consideration exceeds the exercise price per share of such Company Option. Any Company Option with an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time with no payment due to the holder thereof.

As of the record date for the Special Meeting, our directors and executive officers owned, in the aggregate, 6.1% of our outstanding Company Common Shares .

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If you hold your shares in your name as a shareholder of record, you can complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope, and we request that you do this as soon as possible. Alternatively, you may vote through the Internet or by telephone. Information and applicable deadlines for voting by mail, through the Internet or by telephone are set forth in the enclosed proxy card instructions.

If you hold your shares in “street name” through a bank, broker or other holder of record, please refer to the instructions for voting your shares provided by such bank, broker or other holder of record. A “street name” shareholder who wishes to vote in person at the Special Meeting will need to obtain a legal proxy from the institution that holds its shares.

We urge you to vote promptly by proxy even if you plan to attend the Special Meeting so that we will know as soon as possible that enough shares will be present for us to hold the Special Meeting.

Compensation Proposal:

Adjournment Proposal:

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In addition, all Company Shareholders must bring a form of personal photo identification in order to be admitted to the Special Meeting. The Company reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. Whether or not you intend to be present at the Special Meeting, you are urged to sign, date and return your proxy card, or to vote via the Internet or by telephone, promptly. If you are then present at the Special Meeting and wish to vote your shares in person, you may revoke your original proxy by voting at the Special Meeting.

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If you hold your shares in “street name” through a bank, broker or other holder of record, the above-described options for changing your vote do not apply and, instead, you should follow the instructions received from your bank, broker or other holder of record, to change your vote.

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1407 Broadway, 27 ^th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

or

Toll Free: (800) 322-2885

Email: proxy@mackenziepartners.com

If your Company Common Shares are held in “street name” through your bank, broker or other holder of record, please also contact your bank, broker or other holder of record for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to be protected by the safe harbor provided therein. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements, particularly those statements regarding the benefits of the proposed Merger between Parent and the Company, the anticipated timing of the transaction and the business of each company by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “would,” “seeks,” “approximately,” “projects,” “strategy,” “future,” “opportunity,” “predicts,” “should” or “will” or the negative version of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under “Risk Factors.” Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risk, uncertainties and assumptions that are difficult to predict.

A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements in this proxy statement, including, but not limited to:

For additional factors that could materially affect our financial results and our business generally, please refer to the Company’s filings with the SEC, including but not limited to, the factors, uncertainties and risks described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the other reports filed by the Company with the SEC. See “Where You Can Find More Information.” The Company undertakes no obligation to revise these statements following the date of this communication, except as required by law.

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PARTIES TO THE MERGER

The Company

Bravo Brio Restaurant Group, Inc.

777 Goodale Boulevard, Suite 100

Columbus, Ohio 43212

Telephone: (614) 326-7944

The Company is an owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana and BRIO Tuscan Grille. The Company has positioned its brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Each of the Company’s brands provides its guests with a fine dining experience and value by serving affordable cuisine prepared using fresh, flavorful ingredients and authentic Italian cooking methods, combined with attentive service in an attractive, lively atmosphere. The Company strives to be the best Italian restaurant company in America and is focused on providing our guests an excellent dining experience through consistency of execution.

Company Common Shares are traded on NASDAQ under the symbol “BBRG.” Additional information about the Company and its subsidiaries is included in documents incorporated by reference into this proxy statement. See “Where You Can Find More Information.” The Company maintains a website at http://www.bbrg.com. The information provided on the Company’s website is not part of this proxy statement and is not incorporated by reference.

Parent

Parent is a Delaware corporation and wholly owned subsidiary of Spice. Parent was recently formed solely for the purpose of entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement.

The principal executive offices of Parent are located at 129 Front Street, 5 ^th floor, City of Hamilton, HM12, Bermuda and its telephone number is +1 (441) 279-0604.

Merger Sub

Merger Sub, a subsidiary of Parent, is an Ohio corporation that was recently formed and has no operations. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

The principal executive offices of Merger Sub are located at 129 Front Street, 5 ^th floor, City of Hamilton, HM12, Bermuda and its telephone number is +1 (441) 279-0604.

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THE SPECIAL MEETING

This section contains information for Company Shareholders about the Special Meeting that the Company has called to allow Company Shareholders to consider and vote on the Merger Proposal and other matters. The Company is mailing this proxy statement to you, as a Company Shareholder, on or about April 20, 2018. This proxy statement is accompanied by a notice of the Special Meeting and a form of proxy card that theCompany Board is soliciting for the Company at the Special Meeting and at any adjournments or postponements thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Company Board from Company Shareholders for use at the Special Meeting to be held on May 22, 2018 at 9 a.m., Eastern Time, at our Brio Polaris Fashion Place restaurant, located at 1500 Polaris Parkway, Columbus, Ohio 43240, or at any postponement or adjournment thereof.

Purpose of the Special Meeting

At the Special Meeting, you will be asked to consider and vote upon the following matters:

Company Shareholders must approve and adopt the Merger Agreement by approving the Merger Proposal in order to consummate the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement carefully in its entirety.

Recommendation of the Company Board

The Company Board has unanimously (a) determined that it is advisable, fair and in the best interests of the Company and the Company Shareholders to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, (b) authorized, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, (c) determined that the terms of the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the Company Shareholders and (d) directed that the Merger Agreement be submitted to the Company Shareholders for authorization, adoption and approval. The Company Board unanimously recommends that Company Shareholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. See “The Merger—Recommendation of the Company Board; Reasons for the Merger” for a more detailed discussion of the Company Board’s recommendation.

Record Date and Quorum

The Company Board has fixed the close of business on April 18, 2018 as the record date for the determination of Company Shareholders entitled to notice of, and to vote at, the Special Meeting. As of the close of business on April 17, there were 15,295,015 Company Common Shares outstanding and entitled to vote, held by approximately 13 holders of record. You will have one vote on each matter properly coming before the Special Meeting for each Company Common Share that you owned on the record date.

The presence in person or by proxy of the holders of record of a majority of the outstanding voting shares of the Company as of the record date is necessary to constitute a quorum at the Special Meeting. All Company Common Shares present in person or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Special Meeting.

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Because, under applicable rules, banks, brokers and other holders of record holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of Company Common Shares held in “street name” does not give voting instructions to the record holder of its, his or her shares, then those shares will not be counted as present in person or by proxy at the Special Meeting if no other proposals are brought before the Special Meeting.

Vote Required

Merger Proposal

Compensation Proposal

Adjournment Proposal

Voting, Proxies and Revocation

Attending the Special Meeting

All Company Shareholders, including shareholders of record and shareholders who hold their shares through banks, brokers or other holders of record, are invited to attend the Special Meeting. Shareholders of record can vote in person at the Special Meeting. If you are not a shareholder of record, you must obtain a legal proxy executed in your favor from the record holder of your shares to be able to vote in person at the Special Meeting. If you plan to attend the Special Meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. The Company reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification.

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Voting by Shareholders of Record

If you are a shareholder of record, you may vote your Company Common Shares on matters presented at the Special Meeting in any of the following ways:

Voting of Shares Held in “Street Name”; Broker Non-Votes

If you are a beneficial owner of Company Common Shares held in “street name,” you should receive instructions from your bank, broker or other holder of record that you must follow in order to have your Company Common Shares voted. If you have not received such voting instructions or require further information regarding such voting instructions, contact your bank, broker or other holder of record. If your bank, broker or other holder of record holds your Company Common Shares in “street name,” such record holder will vote your Company Common Shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by such record holder with this proxy statement. Please note that, if you are a beneficial owner of Company Common Shares held in “street name” and wish to vote in person at the Special Meeting, you must obtain a legal proxy executed in your favor from your bank, broker or other holder of record and present such legal proxy at the Special Meeting.

Under stock exchange rules, banks, brokers and other holders of record who hold Company Common Shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, such record holders are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine.” “Broker non-votes” are shares held in “street name” by banks, brokers and other holders of record that are present in person or represented by proxy at the Special Meeting, but for which the beneficial owner has not provided the record holder with instructions on how to vote on a particular proposal and such record holder does not have discretionary voting power with respect to such proposal. Because, under applicable rules, banks, brokers and other holders of record holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of Company Common Shares held in “street name” does not give voting instructions to the applicable record holder, then those shares will not be counted as present in person or by proxy at the Special Meeting. As the vote to approve the Merger Proposal is based on the total number of Company Common Shares outstanding at the close of business on the record date, if you fail to issue voting instructions to your bank, broker or other holder of record, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Voting of Proxies; Incomplete Proxies

If you submit a proxy, regardless of the method you choose to submit such proxy, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your Company Common Shares in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your Company Common Shares should be voted for or against, or abstain from voting, on all, some or none of the specific items of business to come before the Special Meeting.

All shares represented by valid proxies that the Company receives through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card. If you properly sign your proxy

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card but do not mark the boxes showing how your Company Common Shares should be voted on a matter, Company Common Shares represented by your proxy will be voted in accordance with the recommendations of the Company Board, which, as of the date of this proxy statement, are “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Deadline to Vote by Proxy

Please refer to the instructions on your proxy card or voting instruction card to determine the deadlines for submitting your proxy over the Internet or by telephone. All valid proxies received prior to the Special Meeting will be exercised. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the enclosed postage-paid return envelope and must be received by our Corporate Secretary by 11:59 p.m., Eastern Time, on May 21, 2018.

Revocation of Proxy

If you are a shareholder of record of Company Common Shares, you have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised. Proxies may be revoked by submitting a later-dated proxy through any of the methods available to you, by giving written notice of revocation to the Corporate Secretary, which must be filed with the Corporate Secretary by 11:59 p.m., Eastern Time, on May 21, 2018 or by attending the Special Meeting and voting in person. Attending the Special Meeting alone, without voting at the Special Meeting, will not be sufficient to revoke your proxy. Written notice of revocation should be mailed or delivered to: Bravo Brio Restaurant Group, Inc., Attn: Corporate Secretary, 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212.

If you are a “street name” holder of Company Common Shares, you may change your vote by submitting new voting instructions to your bank, broker or other holder of record or obtaining a legal proxy and voting in person at the Special Meeting. You must contact the record holder of your shares to obtain instructions as to how to change your proxy vote.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the vote of Company Shareholders necessary to approve the Merger Proposal, the Company does not anticipate that it will adjourn or postpone the Special Meeting, unless it is advised by counsel that such adjournment or postponement is necessary under applicable law to allow additional time for any disclosure. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company Shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

Solicitation of Proxies

The Company is soliciting your proxy in conjunction with the Merger. The Company will bear the cost of soliciting proxies from you. In addition to solicitation of proxies by mail, the Company will request that banks, brokers and other holders of record send proxies and proxy materials to the beneficial owners of Company Common Shares and secure their voting instructions. The Company has also made arrangements with MacKenzie Partners, Inc. to assist it in soliciting proxies and has agreed to pay MacKenzie Partners, Inc. approximately $10,000 plus reasonable expenses for these services.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Bravo Brio Restaurant

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Group, Inc., Attn: Investor Relations, 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212, or by telephone at (614) 326-7944, or the Company’s proxy solicitor:

1407 Broadway, 27 ^th Floor

New York, NY 10018

(212) 929-5500 (Call Collect)

Toll Free: (800) 322-2885

Email: proxy@mackenziepartners.com

If you hold your shares in “street name” through a bank, broker or other holder of record, please also contact your bank, broker or other holder of record for additional information.

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THE MERGER

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

Terms of the Merger

The Company Board has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub, a direct wholly owned subsidiary of Parent, will merge with and into the Company, so that the Company will be the surviving corporation in the Merger and a direct wholly owned subsidiary of Parent. Upon the consummation of the Merger, the separate corporate existence of Merger Sub will cease.

At the Effective Time, each Company Common Share issued and outstanding immediately prior to the Effective Time (except for Excluded Shares and Dissenting Shares) will be converted into the right to receive the Merger Consideration. For a discussion of the treatment of awards outstanding under the Company stock plans as of the Effective Time, see “The Merger Agreement—Treatment of Company Equity Awards.”

Company Shareholders are being asked to adopt the Merger Agreement. See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the Merger, including information about conditions to the consummation of the Merger and provisions for terminating or amending the Merger Agreement.

Background of the Merger

The Company Board and Company senior management regularly review the Company’s operations, financial performance and industry conditions as they may affect the Company’s long-term strategic goals and plans, and consider and evaluate options for enhancing shareholder value as an independent company and alternatives for business combination transactions.

From time to time, the Company has received, and the Company Board has considered, reviewed and ultimately rejected, opportunities regarding business combination transactions involving the Company as such prior opportunities did not enhance shareholder value as compared to the Company’s prospects as a stand-alone enterprise.

In January 2017, TAC Capital LLC (“TAC”), acquired an approximately 15.0% interest in the Company and, on January 19, 2017, issued an open letter to the Company Board requesting that the Company Board be expanded and that three representatives of TAC be added as directors to the Company Board in an effort to improve the Company’s strategy, operations, corporate governance and investor relations in order to unlock long-term shareholder value.

On January 23, 2017, the Company acknowledged receipt of TAC’s letter and noted that the Company was committed to executing a business strategy aligned with the best interests of the Company and all Company Shareholders and would consider any constructive input that would help drive long-term shareholder value.

On February 2, 2017, the Company announced that the Company Board was in the process of engaging investment bankers to explore alternatives to further enhance shareholder value and that the Company was delaying its annual meeting of shareholders to December 14, 2017 in order to insure that Company Shareholders were fully aware of the results of this process prior to the holding of any meeting. The Company also announced that the Company Board had recently initiated discussions with TAC and offered TAC immediate representation of two directors on the Company Board which comported with TAC’s percentage ownership of the Company, which offer TAC had rejected. The Company’s announcement noted that the Company Board intended to examine all alternatives in order to enhance long-term shareholder value.

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On February 7, 2017, at a regularly scheduled meeting of the Company Board, the Company Board received presentations from four investment banks, including Piper Jaffray, regarding potential strategic alternatives involving the Company and each bank’s capabilities with respect thereto. The Company Board asked questions of each investment bank regarding their capabilities and qualifications.

From February 8, 2017 until February 23, 2017, management of the Company, representatives of Dechert LLP and representatives of Piper Jaffray negotiated the terms of an engagement between the Company and Piper Jaffray.

On February 23, 2017, at a special meeting of the Company Board, the Company Board discussed the engagement of Piper Jaffray as the Company’s financial advisor to advise on potential strategic and financial developments of the Company’s business, including advice with respect to potential mergers, acquisitions, joint ventures or a sale of the Company. The Company Board discussed Piper Jaffray’s independence and any potential conflicts of interest. The Company Board reviewed and approved the proposed terms of Piper Jaffray’s engagement as financial advisor to the Company and determined to engage Piper Jaffray as its financial advisor. In making such determination, the Company Board considered the familiarity of Piper Jaffray with (a) the Company, including Piper Jaffray’s provision of financial and strategic advisory services to the Company in the past and (b) the industry in which it operates and the players in the industry. The Company Board also considered Piper Jaffray’s qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Merger.

On February 28, 2017, the Company announced its financial results for the fourth quarter and full year 2016. The Company reported that, among other things, (a) revenues for the fourth quarter had decreased 5.2% to $101.7 million from $107.3 million in 2015, (b) total comparable restaurant sales for the fourth quarter decreased 5.5%, (c) comparable restaurant sales for the fourth quarter decreased 7.5% at BRAVO! and decreased 4.3% at BRIO, (d) restaurant-level operating profit for the fourth quarter decreased 11.7% to $15.3 million from $17.3 million, (e) revenues for the fiscal year decreased 3.2% to $410.3 million from $424.0 million, (f) total comparable restaurant sales for the fiscal year decreased 5.2%, (g) comparable restaurant sales for the fiscal year decreased 7.0% at BRAVO! and decreased 4.1% at BRIO and (h) restaurant-level operating profit for the fiscal year decreased 17.7% to $52.2 million from $63.4 million. The results reflected the 16 ^th consecutive quarter of declining same store sales. The Company also announced that it intended to selectively close a minimum of six underperforming locations during the course of 2017.

On March 15, 2017, TAC issued another public letter to the Company Board. In this letter, TAC noted, among other things, (a) that the Company’s 2016 revenues were near the bottom of management’s downward revised guidance and a decrease of 3.2% compared to 2015, (b) negative comparable restaurant sales growth of 5.5% in the fourth quarter of 2016, continued an unbroken trend of negative growth that began in 2013, which TAC claimed was unrivaled among public restaurant companies and (c) declining restaurant-level profitability, evidenced by a $24.4 million increase in restaurant level operating costs since 2012 along with slightly higher 2016 revenues (which included 14 additional restaurants) resulted in a decline in restaurant level operating margins to 12.7% in 2016 from 18.2% in 2012. TAC asserted that these performance issues highlighted failures by the Company Board and the Company’s management to curb costs in a declining traffic environment and TAC reiterated its calls for Company Board and management changes.

On April 18, 2017, the Company Board convened a regular in-person meeting, with members of management and representatives of Piper Jaffray participating. At the Company Board’s request, Piper Jaffray had completed an initial review of strategic alternatives and presented its findings to the Company Board during such meeting.

On May 2, 2017, the Company announced its financial results for the first quarter of 2017. The Company reported that, among other things, (a) revenues decreased 1.9% to $106.7 million from $108.8 million, (b) total comparable restaurant sales decreased 2.3%, (c) comparable restaurant sales decreased 2.9% at BRAVO! and

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1.9% at BRIO and (d) restaurant-level operating profit decreased 12.2% to $13.9 million from $15.8 million in 2016. The Company also lowered its previously announced guidance for 2017 revenues. The results reflected the 17 ^th consecutive quarter of declining same store sales and continued operation pressures facing the Company, and created increased liquidity challenges.

On May 19, 2017, representatives of the Company Board and representatives of TAC held an in-person meeting to discuss the Company and the Company offered TAC up to three seats on the Company Board.

On June 2, 2017, the Company received notice from Wells Fargo Bank, as administrative agent under the Company’s senior secured facility, of the occurrence of certain technical events of default relating to the Company’s drawing of swingline loans between May 8 and June 2, 2017 that had caused the Company to be out of compliance with the consolidated lease-adjusted leverage ratio contained in its credit agreement. In response to the occurrence of these events of default, the Company and its lenders entered into a waiver agreement on June 8, 2017. The waiver agreement waived such events of default and provided that from the date of the waiver agreement until the earlier of (a) July 14, 2017 or (b) the occurrence of any other default or event of default (the “Effective Period”), after giving effect to any revolving loan and/or swingline loan made during the Effective Period, the sum of (x) the aggregate principal amount of all revolving loans then outstanding and (y) the aggregate principal amount of all swingline loans then outstanding would not exceed $15,000,000 at any time during the Effective Period. The relief in the waiver agreement reduced the Company’s access to its revolving credit facility and heightened the liquidity constraints on the Company while the Company’s lenders considered more permanent adjustments to the Company’s credit agreement.

On July 13, 2017, the Company and its lenders entered into an Amended and Restated Waiver Agreement that extended the Effective Period of the prior waiver agreement to August 25, 2017, which provided additional time for the Company and its lenders to discuss any permanent amendments to the Company’s credit agreement.

On July 18, 2017, at a regular in-person meeting of the Company Board, the Company Board discussed the engagement of Piper Jaffray as the Company’s advisor to advise on potential refinancing alternatives for the Company’s outstanding debt. The Company Board reviewed and approved the proposed terms of Piper Jaffray’s amended engagement letter. In making such determination, the Company Board considered the familiarity of Piper Jaffray with the Company, including Piper Jaffray’s provision of financial and strategic advisory services to the Company, and Piper Jaffray’s experience with the industry in which the Company operates and the players in the industry. The Company Board also considered Piper Jaffray’s qualifications, reputation and experience in financing and refinancing transactions generally.

On August 1, 2017, the Company and its lenders entered into a Waiver and Second Amendment to the Company’s credit agreement pursuant to which the lenders permanently waived the prior events of default. The Waiver and Second Amendment further provided for (a) the amendment of the maturity date of the senior credit facilities to accelerate the maturity date from November 5, 2019 to December 1, 2018, (b) a reduction of the amount the Company could borrow pursuant to its revolving credit facility from $30.0 million (including a sublimit cap of up to $10.0 million for letters of credit and up to $10.0 million for swing-line loans) to (i) $20.0 million (including a sublimit cap of up to $4.0 million for letters of credit and up to $10.0 million for swing-line loans) on August 1, 2017, (ii) $15.0 million (including a sublimit cap of up to $4.0 million for letters of credit and up to $10.0 million for swing-line loans) on December 31, 2017, (iii) $15.0 million (including a sublimit cap of up to $3.0 million for letters of credit and up to $10.0 million for swing-line loans) on March 31, 2018 and (iv) $10.0 million (including a sublimit cap of up to $3.0 million for letters of credit and up to $10.0 million for swing-line loans) on June 30, 2018, and (c) an increase to the fixed quarterly principal payments from $1.0 million per quarter to $2.5 million per quarter beginning on March 31, 2018. The Company recognized that the amendments to the Company’s credit agreement would create significant liquidity challenges to the Company when they took effect; however, the failure to obtain a permanent waiver of the Company’s events of default would have permitted the Company’s lenders to immediately accelerate the Company’s outstanding debt and to pursue all available rights and remedies, including forcing a bankruptcy of the Company.

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On August 3, 2017, the Company announced its financial results for the second quarter of 2017. The Company reported that, among other things, (a) total comparable restaurant sales decreased 1.0%, (b) revenues decreased 2.1% to $103.0 million from $105.2 million, (c) comparable restaurant sales decreased 1.1% at BRAVO! and 0.9% at BRIO and (d) restaurant-level operating profit increased 8.8% to $14.3 million from $13.1 million. The Company also announced the closure of three restaurants. The results reflected the 18 ^th consecutive quarter of declining same store sales and continued operation pressures facing the Company.

On August 4, 2017, Piper Jaffray began work on a refinancing of the Company’s outstanding debt. Piper Jaffray contacted over 70 potential lenders during the refinancing process and distributed information materials regarding the Company to 46 potential lenders in September 2017. A process letter was distributed to the 46 potential lenders requesting initial term sheets be submitted by October 11, 2017.

On September 5, 2017, the Company announced that its chief financial officer, treasurer and secretary, James J. O’Connor, had resigned after eleven years with the Company to accept a similar role at a private company, with such resignation to be effective September 15, 2017.

On October 2, 2017, the Company announced the hiring of Diane D. Reed as chief financial officer, treasurer and secretary. Ms. Reed had previously served as the Company’s vice president of finance and chief accounting officer from 2007 to 2016.

On October 17, 2017, the Company Board convened a regular in-person meeting, with members of management and representatives of Piper Jaffray and Dechert LLP participating, to discuss, among other things, the Company’s business and results of operations for the third quarter and to receive an update on the Company’s attempts to refinance its outstanding indebtedness. Management reviewed for the Company Board the Company’s same store sales performance and liquidity outlook, including continuing negative trends with respect to sales performance. Representatives from Piper Jaffray provided an update on the status of the Company’s refinancing process. Piper Jaffray noted that it had contacted over 70 potential lenders (which included lenders contacted by Piper Jaffray after distribution of its initial process letter) in its efforts to solicit interest for a refinancing and that only two lenders confirmed interest via delivery of term sheets. A discussion regarding the feasibility of completing a refinancing in light of potential lender interest ensued. Representatives from Piper Jaffray then provided a presentation regarding various matters designed to assist the Company Board in its consideration of the prospect of the Company potentially entering into discussions regarding strategic alternatives, including a potential sale or highly-dilutive capital raising transaction to facilitate a refinancing of the Company’s outstanding debt. After Piper Jaffray’s presentation, a discussion and an opportunity to ask questions, the Piper Jaffray representatives outlined the parameters of a process that could be initiated if the Company Board were to decide to pursue a sale of the Company. The Company Board asked representatives of Piper Jaffray to provide its views with respect to such a transaction. The Company Board then discussed the potential benefits and risks to the Company Shareholders in continuing to operate the business on a stand-alone basis (which would require substantial additional capital in the form of debt or equity) and, after taking such considerations into account, including the impending maturity of the Company’s outstanding debt and liquidity challenges likely to be experienced in 2018 with the reduction in revolver availability as mandated by the second amendment to the Company’s credit agreement, and authorized and directed the Company’s management and representatives of Piper Jaffray to engage in a process to solicit interest in a potential sale of the Company.

On October 24, 2017, TAC issued another open letter to the Company Board. In this third public letter, TAC requested updates regarding the previously announced review of strategic alternatives by the Company and requested that the Company Board recommend certain corporate governance changes at its upcoming annual meeting of Company Shareholders, including removing the Company’s classified board structure, requiring majority vote election of directors, changing the standard for the ability of Company Shareholders to call special meetings and to reincorporate the Company in Delaware.

Later on October 24, 2017, the Company Board convened a special telephonic meeting to discuss the Company’s response to the most recent TAC open letter.

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On October 25, 2017, the Company issued a public response to TAC’s letter. The Company’s response noted that the Company Board had offered to add three of TAC’s designees to the Company Board, constituting 30% of the Company Board, but that TAC had not accepted such offer. The Company further noted that the Company Board was open to Company Shareholder input and dedicated to the goal of acting in the best interests of the Company and the Company Shareholders and would consider the suggestions TAC had made and take or recommend to the Company Shareholders those actions that the Company Board believed would further such goals.

On October 27, 2017, Parent submitted an unsolicited letter of intent to the Company Board with a proposed offer to acquire the Company for a price per share of $3.00. Parent’s letter of intent was contingent on the Company granting Parent exclusivity for 30 days. The Company Board considered Parent’s offer and concluded that it was not prepared to grant exclusivity to a single bidder and that the formal process to solicit interest in a sale of the Company should continue. Parent was invited to participate in the formal process that had been authorized by the Company Board.

From late October 2017 to late November, 2017, representatives of the Company’s management and Piper Jaffray conducted management presentations and satisfied diligence requests with the two potentially interested lenders to a refinancing.

On November 1, 2017, the Company announced its financial results for the third quarter of 2017. The Company reported that, among other things, (a) revenues decreased 6.2% to $88.7 million from $94.6 million, (b) total comparable restaurant sales decreased 5.7% inclusive of an estimated 140 basis point negative impact related to Hurricanes Harvey and Irma, (c) comparable restaurant sales decreased 2.7% at BRAVO! inclusive of an estimated 50 basis point negative impact related to Hurricane Irma and (d) comparable restaurant sales decreased 7.4% at BRIO inclusive of an estimated 200 basis point negative impact related to Hurricanes Harvey and Irma. The Company also announced a further reduction in its previously revised outlook for full year 2017 results and the closure of two additional restaurants. The Company further announced that it had engaged Piper Jaffray to assist the Company with respect to a possible refinancing transaction. The results reflected the 19 ^th consecutive quarter of declining same store sales.

On November 21, 2017, Piper Jaffray distributed via email a process letter providing instructions for submission of initial indications of interest. The process letter set a deadline date of December 12, 2017 for the submission of indications of interest from potential acquirers.

On November 28, 2017, the Company Board convened a special telephonic meeting, with members of management and representatives of Piper Jaffray and Dechert LLP participating, to discuss, among other things, the Company’s business and results of operations and to receive an update on the Company’s attempts to refinance its outstanding indebtedness and to solicit interest in a potential sale of the Company. Representatives of the Company’s management reviewed for the Company Board the Company’s same store sales and the Company’s tightening liquidity position and noted for the Company Board that the Company’s liquidity concerns would be exacerbated on January 1, 2018 when heightened borrowing restrictions, including reduced capacity under its revolving credit facility and minimum liquidity requirements, took effect under the terms of the Company’s second amendment to its credit agreement. Company management noted that the Company was projected to be out of compliance with its financial covenants and in default under its credit agreement by the end of the first quarter of 2018 unless the Company would be able to obtain additional amendments from the Company’s lenders or alternative financing. A discussion ensued regarding the Company’s need to seek potential amendments to the terms of the Company’s amended credit agreement to provide the necessary liquidity relief. The Company Board authorized the engagement of Piper Jaffray’s restructuring professionals to assist the Company in its amendment discussions. Next, representatives of Piper Jaffray provided an update on the status of the Company’s efforts to refinance its outstanding indebtedness. Piper Jaffray noted that the Company’s efforts to seek a refinancing had not yielded any actionable solutions at such time as the two potentially interested lenders were no longer interested in providing financing in light of continuing negative same store sales trends and the amount of capital that would be required to finance out the Company’s existing lenders. A discussion

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followed regarding potential alternatives, including contacting special situations lenders and possible investors in the Company’s equity, including a potential highly dilutive equity capital raising transaction. Piper Jaffray noted that it was uncertain as to whether a creditworthy equity investor would be capable of being identified in connection with an equity investment in the Company on terms that would be acceptable to the Company Board and the existing Company Shareholders. Following the refinancing update, representatives of Piper Jaffray provided an update to the Company Board regarding the outreach conducted to date with respect to a potential sale of the Company. Piper Jaffray noted that it had engaged in a broad solicitation effort and that initial feedback from potential acquirers was positive. Piper Jaffray noted that initial indications of interest were due on December 12, 2017. The Company Board discussed the status of the process and interest level and again considered the Company’s strategic alternatives, including continuing to operate the business on a stand-alone basis and the need for substantial additional debt or equity financing to execute the Company’s strategic plan.

From late October 2017 to mid-December 2017, under the direction of the Company Board, representatives of Piper Jaffray contacted 65 parties, including Parent, Party A and Party B. Of these 65 parties, 28 parties, including Parent, entered into confidentiality agreements with the Company and received confidential information. During this period, Piper Jaffray made available to each of the participants, certain confidential information regarding the Company and the Company responded to due diligence information requests and questions and held telephonic and in-person discussions, with Piper Jaffray and Dechert LLP participating as needed, with representatives of Parent, Party A, Party B and other participants.

On November 30, 2017, representatives of the Company’s management provided a management presentation to representatives of Parent during an in-person due diligence session. Following the management presentation, Parent informed Piper Jaffray of its interest in conducting significant diligence on the Company through third-party diligence providers and began this diligence beginning the week of December 4, 2017.

By December 12, 2017, the Company received six non-binding indications of interest, including indications from Parent, Party A and Party B with a stated or implied purchase price per share for the Company between $1.73 and $3.04 per share.

On December 13, 2017, the Company Board convened a telephonic meeting, with members of management and representatives of Piper Jaffray, Dechert LLP and Vorys, Sater, Seymour and Pease LLP participating, to discuss, among other things, the status of the Company’s efforts to obtain amendments to the Company’s existing credit agreement from its lenders and to receive an update on the Company’s potential sale process, including a review of the initial indications received on December 12 ^th . Representatives of the Company’s management reviewed for the Company Board the Company’s same store sales trends for the fourth quarter and the Company’s worsening liquidity position, including projections that the Company would run out of borrowing capacity by the second week of February 2018. Representatives of the Company’s management and Piper Jaffray summarized the initial discussions with the Company’s existing lenders with respect to the Company’s request for certain relief under the Company’s credit agreement. Management noted that in the absence of a refinancing alternative, the Company’s lenders were uninterested in providing additional liquidity relief unless the Company could present a strategic transaction that would enable a payoff event prior to the current maturity date of December 2018. A discussion ensued. At the meeting, representatives of Piper Jaffray provided an update on the process conducted to date and reviewed with the Company Board the indications of interest received as of such date, including from Parent, Party A and the oral indication provided by Party B. The Company Board discussed the status of the process, the quality of the indications of interest received and again considered the Company’s strategic alternatives, including the prospects of continuing to operate the business on a stand-alone basis and seeking additional sources of equity capital. Following the presentation regarding the potential sale process, representatives of Vorys, Sater, Seymour and Pease LLP provided information and answered questions regarding the Company Board’s fiduciary duties under Ohio law. At the conclusion of the discussion, the Company Board, after considering the Company’s ability to operate the business on a stand-alone basis, determined to invite each of Parent, Party A and Party B to participate in further diligence and a second round of bidding.

From December 13, 2017 through January 2018, representatives of the Company’s management provided management presentations and answered diligence questions of each of Parent, Party A and Party B, and

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representatives of Piper Jaffray engaged in discussions with each of Parent, Party A and Party B regarding improvements in such potential acquirer’s initial indications of interest.

Representatives of the Company’s management provided management presentations to representatives of Party A during an in-person due diligence session on January 4, 2018, and provided management presentations to representatives of Party B on January 11, 2018.

On January 5, 2018, the Company Board convened a telephonic meeting, with members of management and representatives of Piper Jaffray, Dechert LLP and Vorys, Sater, Seymour and Pease LLP participating, to discuss, among other things, the Company’s business and results of operations, the Company’s efforts to obtain amendments to the terms of its existing credit agreement and to receive an update on the status of the potential sale process. Representatives of the Company’s management reviewed for the Company Board the Company’s same store sales trends for the fourth quarter based on an initial review of the Company’s data and the Company’s liquidity position in light of the then-effective additional restrictions under the Company’s amended credit agreement.

Representatives of management noted that, while same store sales modestly improved during the fourth quarter, such figures were still net negative and that inclement weather at the beginning of 2018 had caused immediate impacts to the Company’s outlook for 2018. Representatives of the Company’s management and Piper Jaffray summarized the additional discussions with the Company’s existing lenders with respect to the Company’s requests for certain relief under the Company’s credit agreement, including the lenders’ reluctance to provide relief in the absence of an immediate transaction that would yield a repayment. A discussion ensued. Representatives from Piper Jaffray provided an update on the status of the potential sale process, including the amount of due diligence conducted to date by each of Parent, Party A and Party B and the amount of diligence remaining. The Company Board discussed the status of the process and again considered the Company’s strategic alternatives, including the prospects of continuing to operate the business on a stand-alone basis and the need for substantial additional debt or equity financing to execute the Company’s strategic plan.

On January 16, 2018, Piper Jaffray provided the potential acquirers identified to date with a process letter providing instructions for submission of definitive indications of interest by January 30, 2018, an overview of the timing for the completion of confirmatory due diligence and requested that each potential acquirer comment on the form of merger agreement previously provided.

Throughout the second round bidding process, representatives of Piper Jaffray provided updates on the process to the Company Board on a regular basis, representatives of Dechert LLP answered questions regarding the process and timeline for negotiating and consummating a definitive agreement and representatives of Vorys, Sater, Seymour and Pease LLP provided information and answered questions regarding the Company Board’s fiduciary duties.

On January 23, 2018, Piper Jaffray made available to all bidders via the Company’s electronic data room a copy of the Company’s initial draft merger agreement.

On January 30, 2018, Party A submitted a non-binding letter of intent to acquire the Company at a per share purchase price of $3.75 and included a list of issues identified by Party A with respect to the Company’s auction draft merger agreement. Party A’s letter of intent was contingent on the Company granting Party A exclusivity for 60 days, but was not contingent on Party A’s ability to obtain third party debt financing.

On February 1, 2018, Parent submitted a non-binding letter of intent to acquire the Company at a per share purchase price of $3.20. Parent’s letter of intent was contingent on the Company granting Parent exclusivity for a period of three weeks. Parent’s proposal also relied upon the availability of third party debt financing and Parent was not then willing to backstop the cash merger consideration to the Company Shareholders.

On February 2, 2018, the Company Board convened a telephonic meeting, with members of management and representatives of Piper Jaffray, Dechert LLP and Vorys, Sater, Seymour and Pease LLP participating, to discuss,

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among other things, the Company’s business and results of operations, the Company’s efforts to obtain amendments to the terms of its existing credit agreement and to review Parent’s and Party A’s letters of intent. Representatives of the Company’s management reviewed for the Company Board the Company’s same store sales trends for January based on an initial review of the Company’s data and the Company’s tightening liquidity position in light of the then-effective additional restrictions under the Company’s amended credit agreement. Representatives of management noted that the impacts of inclement weather at the beginning of 2018 had caused significant stress on the Company’s operations and ability to satisfy its payment obligations on a current basis. Failure to obtain amendments to the Company’s credit agreement would result in imminent non-compliance and events of default. Representatives of the Company’s management and Piper Jaffray reviewed for the Company Board the current proposal from the Company’s existing lenders with respect to proposed amendments to the Company’s existing credit agreement to provide immediate, but limited, liquidity relief. Representatives of the Company’s management noted that the Company expected to have an executed amendment in place by February 12 ^th . The proposed amendments would enable the Company to manage its liquidity for approximately seven additional weeks while it pursued the signing of a sale transaction; however, the immediate amendments would not be sufficient to enable the Company to consummate a sale transaction without seeking further amendments from the Company’s lenders. Representatives of Piper Jaffray then reviewed for the Company Board the terms of Parent’s and Party A’s letters of intent. Representatives of Piper Jaffray noted that Party B had only submitted an oral indication of interest and had expressed a preference to acquire the Company’s assets via a bankruptcy process and not a traditional sale transaction. A discussion with questions ensued. Following discussion, the Company Board concluded that none of the offers received to date were compelling enough to warrant granting exclusivity and that the competitive bidding process should be continued. The Company Board instructed Piper Jaffray to so advise Parent and Party A and encourage Parent and Party A to continue to participate in the bidding process and to improve each of the respective offers.

From February 2, 2018 to February 8, 2018, representatives of Piper Jaffray held additional conversations with representatives of Parent, Party A and Party B regarding improvement of their respective proposals, including negotiations with respect to pricing.

On February 7, 2018, the Company Board convened a telephonic meeting, with members of management and representatives of Piper Jaffray and Dechert LLP participating, to discuss, among other things, the Company’s execution of an amendment to its existing amended credit agreement and to discuss developments with respect to discussions regarding the potential sale process. Representatives of the Company’s management presented a summary of the terms of the final proposed third amendment to the Company’s existing amended credit agreement, which amendments would permit the Company time to reach a signed sale transaction, but would not be sufficient to enable the Company to consummate a sale without seeking further amendments from the Company’s lenders. After discussion, the Company Board approved the proposed amendment. Following discussion of the credit agreement amendment, representatives of Piper Jaffray updated the Company Board on discussions relating to the potential sale process.

On February 8, 2018, Parent submitted a revised non-binding letter of intent to acquire the Company at a per share purchase price of $3.50 per share, along with a revised draft of the merger agreement reflecting Parent’s full comments thereto. Parent’s letter of intent was contingent on the Company granting Parent exclusivity for a period of three weeks and was reliant on the availability of third party debt financing. Parent continued to be unwilling to backstop the full cash merger consideration at that time.

Also on February 8, 2018, Party B informed Piper Jaffray that it had concluded that it was not going to be in position to meaningfully participate in the sale process regarding the Company based on feedback from Piper Jaffray regarding the required purchase price and the level of due diligence that would be required to continue and that it was therefore withdrawing from the process.

On February 9, 2018, the Company Board convened a telephonic meeting, with members of management and representatives of Piper Jaffray and Dechert LLP participating, to discuss, among other things, Parent’s revised

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February 8 ^th letter of intent and Party A’s January 30 ^th letter of intent. Piper Jaffray updated the Company Board on the background of recent discussions with each of Parent, Party A and Party B and summarized the principal terms of the proposals received to date. The Company Board received an overview of the indications of interest, from a financial point of view and deal certainty perspective and discussed the prospects for each of Parent and Party A to increase their respective bid price. The Company Board then requested that representatives of Piper Jaffray present an initial valuation analysis of the Company to help the Company Board determine if the indicative price proposals represented appropriate values at which the Company Board would be willing to consider approving a transaction. A discussion with questions followed. Representatives of Dechert LLP provided the Company Board with an overview of the principal terms of the revised merger agreement or issues lists, as applicable, received from each of Parent and Party A, including the requests for exclusivity from Parent and Party A. It was noted that the form of merger agreement presented by Parent was more conditional with respect to financing, but was less conditional than Party A’s proposal with respect to other terms and conditions. Specifically, Party A was seeking to make any transaction conditioned on the Company’s obtaining of voting agreements from certain of its shareholders and the absence of dissenting shareholders above a certain threshold. After discussion, the Company Board instructed management, Piper Jaffray and Dechert LLP to continue to engage in further negotiations with respect to pricing and terms with Party A and to negotiate the terms of a limited exclusivity agreement with Party A that would be subject to certain gates and milestones.

Later on February 9, 2018, the Company executed the third amendment to its existing amended credit agreement that provided for limited liquidity relief, including by (a) revising the definition of “Consolidated EBITDA” to exclude certain litigation settlement payments in an amount not to exceed $1,400,000 in the aggregate in the fiscal year ended on or about December 31, 2018 and legal fees and expenses not constituting Transaction Costs (as defined in the credit agreement) in an amount not to exceed $3,500,000 in the aggregate in the fiscal year ended on or about December 31, 2017, (b) requiring prepayments of principal and interest, in increments of $500,000, on amounts outstanding under the credit facilities: first to outstanding swingline loans, next to outstanding revolving loans, next to letter of credit obligations, and finally to the term loan, if the Company has excess cash or cash equivalents in an amount greater than $3.0 million on an aggregate book basis for three consecutive business days, (c) requiring the Company to reconfirm certain of its reporting obligations to the lenders, (d) adjusting the Minimum Consolidated EBITDA (as defined in the credit agreement) for the period January 1, 2018 through July 1, 2018 to $16.0 million, and for the period July 2, 2018 and thereafter to $19.0 million, and (e) deleting the requirement that the Company maintain at least $2.0 million in Minimum Liquidity (as defined in the credit agreement) as of the end of each week. The Company publicly announced the execution of the third amendment by filing a Current Report on Form 8-K on February 12, 2018.

From February 9, 2018 to February 13, 2018, representatives of Piper Jaffray held additional conversations with representatives of Party A regarding improvement of its proposal, including with respect to pricing, and representatives of Dechert LLP negotiated the terms of an exclusivity agreement with Party A. On February 12, 2018, Party A confirmed to representatives of Piper Jaffray that Party A’s offer to acquire the Company had been increased to a purchase price of $4.00 per share; however, Party A had not agreed to remove the conditionality to its proposal that was expressed in its issues list and had not provided a complete set of revisions to the Company’s draft merger agreement.

On February 13, 2018, the Company Board convened a regular in-person meeting, with members of management and representatives of Piper Jaffray and Dechert LLP, participating, to discuss the Company’s business and results of operations and to receive an update on the potential sale process. During the course of the Company Board meeting and prior to executing an exclusivity agreement with Party A, Piper Jaffray contacted representatives of Parent to inform Parent that its revised proposal was inferior to an alternate proposal from another bidder. Parent informed Piper Jaffray that Parent was willing to increase its offer to purchase the Company to $4.00 per share and that Parent was willing to fully backstop the cash merger consideration payable in the transaction and was no longer seeking the ability to terminate the merger agreement if it was unable to obtain third party debt financing. Parent was still requesting a limited three week period of exclusivity in connection with its proposal. Representatives of Piper Jaffray updated the Company Board regarding this new

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proposal from Parent. The Company Board asked Dechert LLP to outline any issues contained in the draft transaction documentation proposed by Parent. Dechert LLP reviewed for the Company Board the draft transaction documentation submitted by Parent with its prior proposal and noted that Parent’s proposal was favorable to Party A’s proposal with respect to the documentation and was less conditional in several respects, including that Parent’s proposal accepted the Company’s proposed termination fee structure, did not include a dissenters’ rights condition and was not conditioned on the Company obtaining voting agreements from its shareholders. Questions regarding the certainty of Parent’s funds, deal certainty and deal protection provisions were addressed. The Company Board then engaged in a discussion of the benefits and risks of continuing to operate the Company on a stand-alone business. The Company Board discussed the significance of same store sales trends, the Company’s significant and immediate liquidity concerns, including the pending deadline to receive additional liquidity relief from the Company’s existing lenders without which the Company would face imminent covenant compliance issues and events of default, and the Company’s outlook with respect to minimizing such risks in the future. The Company Board concluded that any equity raising transaction would likely be highly dilutive and result in a value to Company Shareholders that would be well below that being offered by the potential acquirers in the sale process. The Company Board then authorized representatives of Piper Jaffray to hold additional conversations with representatives of Party A regarding improvement of its proposal and directed Dechert LLP to discuss with Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to Parent, Parent’s financing structure and the certainty of Parent’s funds.

During the course of February 13, 2018, representatives of Piper Jaffray held conversations with Party A and informed Party A of areas in which it could improve its proposal, specifically with respect to removing conditionality relating thereto, and representatives of Dechert LLP held conversations with representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the certainty of Parent’s funds.

Overnight on February 14, 2018, representatives of Party A informed Piper Jaffray that Party A would not be able to justify an increase in its offer beyond $4.00 per share and that Party A was unwilling to revise its proposal to address the Company Board’s concerns regarding conditionality. Party A communicated that its previously delivered proposal set forth in its February 2, 2018 letter of intent would expire at 5pm ET on February 14, 2018 unless the Company Board was willing to provide Party A with exclusivity.

On the morning of February 14, 2018, representatives of the Company’s management, Piper Jaffray and Dechert LLP, contacted members of the Company Board to update the Company Board on the developments with respect to Parent and Party A and to inform the Company Board of the potential expiration of Party A’s offer. After discussions, the Company Board authorized representatives of Piper Jaffray to negotiate with Parent to improve its price and to reduce the duration of its requested exclusivity and authorized representatives of Dechert LLP to negotiate the terms of a limited exclusivity agreement with Parent.

During the day of February 14, 2018, representatives of Piper Jaffray held conversations with Parent and Parent confirmed that it was willing to increase its purchase price per share for the Company to $4.05 per share; however, Parent reiterated to Piper Jaffray that Parent required at least 21 days of exclusivity in order to proceed with a potential transaction. In the evening of February 14, 2018, Dechert LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP negotiated the terms of an exclusivity agreement between the Company and Parent providing Parent with exclusivity through March 7, 2018, which agreement was executed on February 14, 2018.

Between February 15, 2018 and March 6, 2018, representatives of Dechert LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP negotiated the remaining definitive agreements relating to a potential transaction, including the Merger Agreement, which included a termination fee and a no shop provision, including customary exceptions to enable the Company Board to engage with potential acquirers submitting unsolicited acquisition proposals.

On February 27, 2018, the Company Board held a special telephonic meeting, with members of management and representatives of Piper Jaffray and Dechert LLP, participating. The Company Board was updated on the current

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status of the transaction, including negotiations regarding definitive documentation as well as the expected timing for the signing and announcement of the transaction, which was anticipated to be before the expiration of the exclusivity period on March 7 ^th . Representatives of Dechert LLP summarized the status of the negotiations with Parent’s counsel regarding the draft definitive documentation.

On March 6, 2018, representatives of the Company and representatives of Parent communicated by telephone regarding the communications plan with respect to the announcement of the potential acquisition.

Later on March 6, 2018, representatives of Piper Jaffray and Dechert LLP spoke with representatives of the Company’s existing lenders and their counsel regarding a potential additional amendment to the Company’s credit agreement that would provide, among other things, for the deferral of any amortization payments due prior to the maturity date of the Company’s credit agreement, amendments to the Company’s consolidated lease-adjusted leverage ratio, minimum consolidated EBITDA requirement and revolving commitment availability, which such amendments were designed to avoid a covenant breach and event of default anticipated at the end of the first quarter of 2018. Representatives of the Company’s lenders notified the Company that the lenders would be unwilling to enter into an additional amendment until the Company could deliver an executed merger agreement providing for a sale transaction that would repay the lenders in full at closing.

On March 7, 2018, the Company Board held a special telephonic meeting, with members of management and representatives of Piper Jaffray, Vorys, Sater, Seymour and Pease LLP and Dechert LLP participating. Representatives of Dechert LLP reviewed in detail with the Company Board the terms of the proposed Merger Agreement, including the resolution of the open terms in the proposed Merger Agreement. The Company Board again considered, with the advice of its financial and legal advisors, the likelihood that a competitive proposal from a potentially interested and capable party would emerge in light of, among other things, the price and pricing multiple represented by Parent’s proposal, the ability of a potentially interested and capable party to consummate an all cash transaction, and the impact of the deal protection provisions on such a potentially interested and capable party. As part of this discussion, the Company Board also considered and discussed the risks relating to the Company’s continuing to operate as a stand-alone business, including, among other things, the significant same store sales performance and liquidity risks facing the Company.

Representatives of Piper Jaffray then reviewed with the Company Board Piper Jaffray’s financial analyses of the consideration to be received by holders of Company Common Shares pursuant to the Merger Agreement and rendered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion on March 7, 2018, to the effect that as of that date, and based upon and subject to the assumptions, factors and qualifications set forth in such opinion, the consideration to be paid to holders of Company Common Shares (other than Company Common Shares (a) held by holders who are entitled to and properly require appraisal of their Company Common Shares, (b) held by the Company as treasury shares, (c) owned by any of the Company’s wholly owned subsidiaries, or (d) owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Representatives of Piper Jaffray also confirmed that the financial advisory business of Piper Jaffray was not currently and had not been in the two years prior to March 7, 2018 retained to provide services to Parent.

The Company Board discussed the benefits and risks of the transaction, including review and consideration of the factors described under “—Recommendation of the Company Board; Reasons for the Merger.” After further discussion, the Company Board unanimously determined that the final draft of the Merger Agreement, the Merger and the other transactions contemplated by the final draft of the Merger Agreement were advisable, fair to and in the best interests of the Company and the Company Shareholders. The Company Board unanimously approved the Merger Agreement and determined to recommend that the Company Shareholders vote in favor of the authorization, adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Following the Company Board meeting on March 7, 2018, the Merger Agreement was executed and the Company, Parent and Spice issued a joint press release announcing the execution of the Merger Agreement.

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From March 7, 2018 to March 14, 2018, the Company and its lenders negotiated the terms of the previously discussed fourth amendment to the Company’s credit agreement, providing for the relief necessary to enable the Company to consummate the transactions contemplated by the Merger Agreement. On March 14, 2018 the Company and the lenders executed the fourth amendment to the credit agreement.

Recommendation of the Company Board; Reasons for the Merger

Recommendation of the Company Board

The Company Board recommends that you vote “ FOR ” the Merger Proposal.

Reasons for the Merger

The Company Board held at least 9 meetings between October 1, 2017 and March 7, 2018 at which the possibility of selling the Company was discussed. The Company’s outside legal advisors, Dechert LLP and Vorys, Sater, Seymour and Pease LLP, and the Company’s financial advisor, Piper Jaffray, participated in portions of these meetings.

At a meeting held on March 7, 2018, the Company Board unanimously (a) determined that it is advisable, fair and in the best interests of the Company and the Company Shareholders to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, (b) authorized, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, (c) determined that the terms of the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the Company Shareholders and (d) directed that the Merger Agreement be submitted to the Company Shareholders for authorization, adoption and approval.

In reaching its decision to unanimously approve and recommend the adoption of the Merger Agreement and to recommend that Company Shareholders approve the Merger Proposal, the Company Board consulted with Company management, as well as its financial advisor and outside legal counsel, and considered numerous factors, including, but not limited to, the following material factors (not in any relative order of importance):

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In the course of making the determinations described above, the Company Board also considered the following procedural safeguards involved in the negotiation of the Merger Agreement (which factors the

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Company Board believes support its decision, but which factors are not intended to be exhaustive and are not presented in any relative order of importance):

The Company Board also considered a variety of potentially negative factors in its deliberations concerning the Merger Agreement and the Merger, including the following (not in any relative order of importance):

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The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive, but includes the material factors considered by the Company Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination.

The Company Board based its recommendation on the totality of the information presented.

Portions of this explanation of the reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

future growth and financial performance of the Company, including forecasts of revenues and Adjusted EBITDA (as defined in “—Reconciliation of Non-GAAP Financial Measures”), that the Company believed were reasonable at the time the Company Projections were prepared, taking into account relevant information available at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Although a summary of the Company Projections is presented with numerical specificity, they reflect numerous assumptions and estimates made by the Company’s management, including assumptions and estimates with respect to future industry performance, general business, economic, regulatory, litigation, market and financial conditions, and matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. The Company Projections reflect the subjective judgment of the Company’s management in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Company Projections constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including the factors described under “ Cautionary Statement Regarding Forward-Looking Statements ” , the Company’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules and the various risks set forth in the reports filed by the Company with the SEC. The Company Projections cover multiple years and such information by its nature becomes less reliable with each successive year. In addition, the Company Projections will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Company Projections also reflect assumptions of the Company’s management as to certain business decisions that are subject to change. The Company cannot assure you that the estimates and assumptions made in preparing the Company Projections will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. Such prospective financial information cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such.

The Company Projections include certain non-GAAP measures (including Adjusted EBITDA) because the Company believed such measures would be useful to the Company Board in evaluating the prospects of the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net income from continuing operations. The Company’s calculations of these non-GAAP measures may differ from others in its industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

The Company Projections were not prepared with a view toward complying with GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company Projections are unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Projections.

The inclusion of the Company Projections should not be regarded as an admission, representation or indication that any of the Company Board, the independent directors, the Company, the Company’s management, Piper Jaffray, their advisors or any other person considered, or now considers, the forecasts to be material or a reliable prediction of future results, and the Company Projections should not be relied upon as such. In fact, the Company Board and the Company’s management view the Company Projections as non-material because of the inherent risks and uncertainties associated with such long range forecasts.

No representation or warranty was made in the Merger Agreement concerning prospective financial information, including the Company Projections. The Company Projections should only be evaluated in conjunction with the historical financial statements and other information regarding the Company contained in its public filings with the SEC.

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In addition, other than certain assumptions of the Company’s management as to the Company’s effective tax rate following the U.S. tax reform enacted in December 2017 and the post-tax reform effective tax rate’s impact on earnings per share calculations, the Company Projections in this proxy statement do not take into account any conditions, circumstances or events occurring after the date they were prepared, including the transactions contemplated by the Merger Agreement. The Company does not intend to update or otherwise revise the Company Projections to reflect any condition, circumstance or event existing after the date they were prepared or to reflect the occurrence of any future event (including any failure of the transactions contemplated by the Merger Agreement to occur), even in the event that any or all of the assumptions underlying the Company Projections are in error or are no longer appropriate. In light of the foregoing factors and uncertainties inherent in the Company Projections, readers of this proxy statement are cautioned not to place undue, if any, reliance on the portions of the Company Projections set forth below.

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Reconciliation of Non-GAAP Financial Measures

Certain of the measures included in the Company Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are included in this proxy statement because such information was made available to the Company Board and Piper Jaffray and used in the process leading to the execution of the Merger Agreement, as described elsewhere in this proxy statement. Reconciliations of certain of these measures are provided below. The figures included in the reconciliation are part of the Company Projections, and are subject to and should be read together with the disclosures above.

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Adjusted EBITDA. The Company defines adjusted EBITDA as income from operations plus depreciation and amortization, plus asset impairment charges, plus legal settlement reserves, less non-cash rent adjustment and less the impact of the 53 ^rd fiscal week. A reconciliation of adjusted EBITDA is provided below:

Opinion of Piper Jaffray & Co.

Pursuant to an engagement letter dated March 13, 2017 and an amendment to the engagement letter dated October 23, 2017, the Company retained Piper Jaffray to deliver its opinion as to the fairness, from a financial point of view, to the holders of common shares of the consideration to be received pursuant to the Merger Agreement. At a meeting of the Company Board on March 7, 2018, Piper Jaffray issued its oral opinion to the Company Board, later confirmed in a written opinion of the same date, that based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Jaffray considered relevant, the Merger Consideration is fair, from a financial point of view, to the holders of common shares (other than Parent and any of its affiliates) as of the date of the opinion.

The full text of the written opinion of Piper Jaffray, dated March 7, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Jaffray in rendering its opinion, is attached as Annex B. The Piper Jaffray opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to the holders of common shares (other than Parent and any of its affiliates). Piper Jaffray’s opinion was directed solely to the Company Board in connection with its consideration of the Merger Agreement and was not intended to be, and does not constitute, a recommendation to any Company Shareholder as to how such holder should act with respect to the Merger or any other matter. Piper Jaffray’s opinion was approved for issuance by the Piper Jaffray opinion committee and Piper Jaffray has consented to the disclosure of its opinion in this proxy statement.

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In connection with rendering the opinion described above and performing its financial analyses, Piper Jaffray, among other things:

The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, the Company Board at a meeting held on March 7, 2018. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper Jaffray or of its presentation to the Company Board on March 7, 2018. You are urged to, and should, read the Piper Jaffray opinion in its entirety and this summary is qualified in its entirety by reference to the reference to the written opinion of Piper Jaffray attached as Annex  B hereto, which is incorporated herein.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Jaffray or the Company Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 6, 2018, and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper Jaffray calculated (i) the Company’s equity value implied by the Merger Consideration to be approximately $63.3 million, based on approximately 15.6 million shares of Company Common Shares and common share equivalents outstanding as of December 31, 2017, consisting of Company Options and Company Restricted Shares, calculated using the treasury stock method, and (ii) the Company’s

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enterprise value (for the purposes of this analysis, implied enterprise value equates to implied equity value, plus total debt of $38.5 million less total cash and cash equivalents of $0.4 million as of December 31, 2017), referred to as “EV,” to be approximately $101.4 million. The EV implies a 6.6x multiple relative to the 2017 EBITDA referenced above in the Adjusted EBITDA table. On March 7, 2018 when Piper Jaffray presented its analyses to the Company Board, the enterprise value had been calculated as $100.0 million based on equity value of $63.3 million plus total debt of $38.5 million less total cash and cash equivalents of $1.8 million utilizing management estimates at that time, implying a 6.5x multiple relative to the 2017 EBITDA referenced above in the Adjusted EBITDA table. The total cash and cash equivalents was subsequently revised to $0.4 million to reflect the cash and cash equivalents balances included in the Company’s 2017 10-K as of December 31, 2017. The analyses presented in “—Financial Analyses” utilize the EV of $101.4 million.

Financial Analyses

Historical Company Trading Analysis. Piper Jaffray analyzed the Merger Consideration to be paid to the Company Shareholders pursuant to the Merger Agreement in relation to (1) the undisturbed trading price per share, which is the closing price per share on January 29, 2018, the last full trading day prior to the public filing by PHR Holdings, LLC of a Schedule 13D with the SEC, (2) the spot price per share for the preceding 1-day, 7-day, 30-day, 60-day and 90-day period ended January 29, 2018 and (3) the volume weighted average price per share, referred to as “VWAP,” for the preceding 7-day, 30-day, 60-day and 90-day period ended January 29, 2018. The analysis indicated that the Merger Consideration to be paid to the holders of common shares pursuant to the Merger Agreement represented:

Selected Public Companies Analysis. Piper Jaffray reviewed certain publicly available financial, operating and stock market information of the Company and the following selected U.S. publicly traded companies in the restaurant industry that Piper Jaffray deemed relevant. Piper Jaffray selected companies based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

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Based on these criteria, Piper Jaffray identified and analyzed the following seven selected companies:

For the selected public companies analysis, Piper Jaffray calculated the following valuation multiples for the Company, including as implied by the Merger Consideration, and the selected companies:

Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on publicly available information and the Company Projections furnished to Piper Jaffray by the Company.

The results of this analysis are summarized as follows:

No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected companies, Piper Jaffray made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters.

Selected Precedent Transactions Analysis. Piper Jaffray reviewed precedent transactions involving target companies in the U.S. restaurant industry that Piper Jaffray deemed relevant. Piper Jaffray selected these transactions based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

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Based on these criteria, Piper Jaffray identified and analyzed the following 16 selected transactions ordered by recency:

Piper Jaffray reviewed transaction enterprise values of the selected transactions, calculated, to the extent publicly available, as the purchase price paid for the target involved in such transactions plus total debt, preferred equity and noncontrolling interests (as applicable) less total cash and cash equivalents, as a multiple of EBITDA (which, in the case of the Company, see “—Reconciliation of Non-GAAP Financial Measures”) for the LTM as of the applicable announcement dates of such transactions.

Financial data of the selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information and, to the extent publicly available and applicable, is pro forma for certain transactions with significant owned real estate by adjusting transaction enterprise values for sale-leaseback proceeds and adjusting target companies’ EBITDA for incremental rent expense. Financial data of the Company was based on publicly available information and the Company Projections furnished to Piper Jaffray by the Company.

The results of this analysis are summarized as follows:

No transaction utilized in the selected precedent transactions analysis is identical to the Company. In evaluating the selected transactions, Piper Jaffray made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters.

Discounted Cash Flow Analysis. Using a discounted cash flows analysis, Piper Jaffray calculated an estimated range of theoretical values for the Company based on the net present value of (i) projected unlevered free cash

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flows from fiscal year 2018 to fiscal year 2022, discounted back to December 31, 2017 (the end of the Company’s fiscal year 2017), based on the Company Projections furnished to Piper Jaffray by the Company, and (ii) a terminal value at fiscal year 2022 based upon EBITDA exit multiples, discounted back to December 31, 2017. The unlevered free cash flows for each year were calculated from the Company Projections as: EBITDA less depreciation and amortization, less taxes (utilizing a 15% tax rate, inclusive of potential benefits from the U.S. tax reform enacted in December 2017), plus depreciation and amortization, plus stock compensation costs, less net capital expenditures and less the change in net working capital. The terminal values of the Company were calculated by applying to the Company’s fiscal year 2022 EBITDA a selected range of EBITDA exit multiples of 5.7x to 6.7x (with a mid-point of 6.2x).

Piper Jaffray performed discounted cash flow analyses by calculating the range of net present values for each period from fiscal year 2018 to fiscal year 2022 based on (A) a scenario without an equity raise and (B) a scenario with a $15.0 million gross equity raise in order to pay down debt (which assumed $2.5 million of transaction costs and an issuance price per share equivalent to a 10.7% discount to the Company’s 30-day VWAP as of March 6, 2018). In Scenario A, Piper Jaffray used discount rates ranging from 19.2% to 21.2%, reflecting estimates of the Company’s weighted average cost of capital, calculated inclusive of certain Company-specific inputs, including a market capitalization size risk premium, liquidity risk premium, cost of long-term debt and future applicable tax rate. In Scenario B, Piper Jaffray used discount rates ranging from 17.0% to 19.0%, reflecting estimates of the Company’s weighted average cost of capital, calculated inclusive of certain Company-specific inputs, including a market capitalization size risk premium, liquidity risk premium, cost of long-term debt and future applicable tax rate.

This analysis indicated the following approximate implied equity value per share reference ranges for the Company, as compared to the Merger Consideration:

Premiums Paid Analysis. Piper Jaffray reviewed publicly available information for selected completed or pending precedent transactions to determine the premiums paid in the transactions over recent trading prices of the target companies prior to announcement of the transaction (which represent undisturbed trading prices to the extent publicly available and applicable). Piper Jaffray selected these transactions from the SEC database and applied, among others, the following criteria:

Piper Jaffray performed premiums paid analysis on 43 transactions that satisfied these criteria. Piper Jaffray calculated, for this period, the premiums represented by the prices per share paid in these transactions relative to the target companies’ closing prices per share (x) one day and (y) 90-day prior to announcement (which represented undisturbed trading prices to the extent publicly available and applicable). The overall low to high acquisition premiums observed for these transactions were -12.8% to 115.2% (with a median of 24.7%) for the one-day premiums and -12.8% to 128.9% (with a median of 35.1%) for the 90-day premiums. This analysis indicated the following approximate implied equity value per share reference ranges for the Company, as compared to the Merger Consideration:

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Miscellaneous. The summary set forth above does not contain a complete description of the analyses performed by Piper Jaffray, but does summarize the material analyses performed by Piper Jaffray in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Piper Jaffray believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Piper Jaffray opinion. In arriving at its opinion, Piper Jaffray considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Jaffray made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Jaffray’s view of the actual value of the common shares.

None of the selected companies or transactions used in the analyses above is directly comparable to the Company or the transactions contemplated by the Merger Agreement, including the Merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target companies in the selected transactions and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Jaffray performed its analyses solely for purposes of providing its opinion to the Company Board. In performing its analyses, Piper Jaffray made numerous assumptions with respect to the capital markets, industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Jaffray are based upon forecasts of future results furnished to Piper Jaffray by the Company’s management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Jaffray does not assume responsibility if future results are materially different from forecasted results.

Piper Jaffray’s opinion was one of many factors taken into consideration by the Company Board in making the determination to approve the Merger Agreement and recommend that the Company Shareholders vote in favor of the Merger. The above summary does not purport to be a complete description of the analyses performed by Piper Jaffray in connection with the opinion or of its presentation to the Company Board on March 7, 2018, and is qualified in its entirety by reference to the written opinion of Piper Jaffray attached as Annex  B hereto.

Piper Jaffray relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Jaffray or discussed with or reviewed by Piper Jaffray. Piper Jaffray further relied upon the assurances of the management of the Company that the financial information provided to Piper Jaffray was prepared on a reasonable basis in accordance with industry practice, and that they were not aware of any information or facts that would make any information provided to Piper Jaffray incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of Piper Jaffray’s opinion, Piper Jaffray assumed that with respect to the Company Projections and other forward-looking information reviewed by Piper Jaffray, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of the Company as to the expected future results of operations and financial condition of the Company. Piper Jaffray expressed no opinion as to any such Company Projections or forward-looking information or the assumptions on which they were based. Piper Jaffray relied, with the Company’s consent, on advice of the outside counsel and the independent accountants to the Company, and on the assumptions of the management of the Company, as to all accounting, legal, tax and financial reporting matters with respect to the Company and the transactions contemplated by the Merger Agreement.

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Piper Jaffray relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Merger Agreement and all other documents and instruments that are referred to therein are true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the Merger would be consummated pursuant to the terms of the Merger Agreement without amendments thereto and (iv) all conditions to the consummation of the Merger would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Jaffray assumed that all the necessary regulatory approvals and consents required for the Merger would be obtained in a manner that would not adversely affect the Company or the contemplated benefits of the Merger.

In arriving at its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities of the Company (fixed, contingent or other) and was not furnished or provided with any such appraisals or valuations, nor did Piper Jaffray evaluate the solvency of the Company under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Jaffray in connection with its opinion were going concern analyses and Piper Jaffray expressed no opinion regarding the liquidation value of the Company or any other entity. Piper Jaffray undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company or any of its affiliates was a party or may be subject, and, at the direction of the Company and with its consent, made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Jaffray also assumed that neither the Company nor Parent is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger.

Piper Jaffray’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Jaffray expressed no opinion as to the price at which the Company Common Shares may trade following announcement of the Merger or at any future time. Piper Jaffray did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Jaffray’s opinion addressed solely the fairness, from a financial point of view, to Company Shareholders (other than Parent or any of its affiliates) of the Merger Consideration, as set forth in the Merger Agreement, and did not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Jaffray was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with the effect of the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to the Company, Parent’s ability to fund the Merger Consideration, any other terms contemplated by the Merger Agreement or the fairness of the Merger to any other class of securities, creditor or other constituency of the Company. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee of any party to the Merger, or any class of such persons, relative to the compensation to be received by the Company Shareholders or with respect to the fairness of any such compensation.

Information About Piper Jaffray

As a part of its investment banking business, Piper Jaffray is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Company Board selected Piper Jaffray to be its financial advisor and render its fairness opinion in connection with the transactions contemplated by the Merger Agreement on the basis of such experience and its familiarity with the Company.

Piper Jaffray acted as a financial advisor to the Company in connection with the Merger and will receive a fee, currently estimated to be approximately $2.4 million from the Company. A significant portion of Piper Jaffray’s

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fee is contingent upon consummation of the Merger, and $1.0 million of such fee has been earned by Piper Jaffray for rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the Merger or the conclusions reached in Piper Jaffray’s opinion. The Company has also agreed to indemnify Piper Jaffray against certain liabilities and reimburse Piper Jaffray for certain expenses in connection with its services. Piper Jaffray is currently engaged as financial advisor for the Company in connection with the Company’s review of strategic alternatives in addition to providing restructuring services. Piper Jaffray is also currently engaged as sole and exclusive lead arranger in connection with a potential refinancing of the Company’s credit facility and may receive fees for the rendering of such services. In addition, in the ordinary course of its business, Piper Jaffray and its affiliates may actively trade securities of the Company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In the ordinary course of its business, Piper Jaffray also publishes research on Company Common Shares. Piper Jaffray may also, in the future, provide investment banking and financial advisory services to the Company or Parent or entities that are affiliated with the Company or Parent, for which Piper Jaffray would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper Jaffray has adopted policies and procedures to establish and maintain the independence of Piper Jaffray’s research department and personnel. As a result, Piper Jaffray’s research analysts may hold opinions, make statements or recommendations and/or publish research reports with respect to the Company and the Merger and other participants in the Merger that differ from the opinions of Piper Jaffray’s investment banking personnel.

Financing of the Merger

The obligations of Parent and Merger Sub to complete the Merger are not contingent upon the receipt of any financing.

Equity Financing

On March 7, 2018, Spice entered into an equity commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letter described below, the “Commitment Letters”) with Parent pursuant to which Spice committed to purchase (or cause to be purchased) from Parent equity securities of Parent having an aggregate purchase price in cash of up to $71 million. We refer to the financing described above as the “Equity Financing.” The Equity Financing is subject to the following conditions:

Spice’s obligation to fund the equity commitment will automatically terminate upon the earliest to occur of (subject to specified exceptions and qualifications):

The Company is an express third-party beneficiary of the Equity Commitment Letter and has the right of specific performance to enforce Spice’s obligations under the Equity Commitment Letter if the Company has the right to

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seek specific performance under the Merger Agreement to require Parent to cause the equity commitment under the Equity Commitment Letter to be funded. See “The Merger Agreement—Specific Performance.”

Debt Financing

In connection with the entry into the Merger Agreement, Parent has obtained a commitment letter (as amended from time to time in accordance with the Merger Agreement, the “Debt Commitment Letter”) from the Joint Lead Arrangers pursuant to which the Joint Lead Arrangers committed to provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, the Term Loan Facility and the Revolving Credit Facility (such facilities, the “Credit Facilities”). We refer to the financing described above as the “Debt Financing.”

The proceeds of the Debt Financing will be used to (a) refinance existing senior secured debt of the Company and its subsidiaries (the “Refinancing”), (b) provide working capital and funds for general corporate purposes for the Company and its subsidiaries, (c) finance, in part, the Merger and (d) pay fees and expenses related to the Credit Facilities, the Refinancing and the Merger.

The Debt Financing contemplated by the Debt Commitment Letter is conditioned on the consummation of the Merger in accordance with the Merger Agreement, as well as other customary conditions, including, but not limited to:

As of the last practicable date before the printing of this proxy statement, the Debt Commitment Letter remains in effect, and Parent has not notified us of any plans to utilize substitute financing. Except as described in this proxy statement, there is no plan or arrangement regarding the refinancing or repayment of the Debt Financing. The documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

Interests of the Company’s Executive Officers and Directors in the Merger

In considering the recommendation of the Company Board with respect to the Merger, you should be aware that the Company’s executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of the other Company Shareholders. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in determining to recommend to Company Shareholders that they vote for the Merger Proposal and thereby approve the transactions contemplated by the Merger Agreement, including the Merger. These interests are described below.

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The amounts described below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the Merger. As a result, the actual amounts, if any, ultimately received by the executive officers and non-employee directors may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

Treatment of Company Equity Awards

Each Company Common Share issued under any Company equity incentive plan that is unvested as of immediately prior to the Effective Time (the “Company Restricted Shares”) and each option to purchase Company Common Shares issued under any Company equity incentive plan (the “Company Options” and together with the Company Restricted Shares, the “Company Equity Awards”) held by the Company’s executive officers, directors and employees, whether vested or unvested, immediately prior to the Effective Time will be cancelled in exchange for a cash payment as described further below (and in the section titled “The Merger Agreement—Treatment of Company Equity Awards”):

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The Company’s executive officers and directors do not hold any unvested Company Options. Therefore, the Merger will not result in the acceleration of vesting of any Company Options held by the Company’s executive officers and directors. The table below sets forth the consideration expected to be received (without subtraction of applicable withholding taxes) with respect to the Company Restricted Shares, Company Options and Company Common Shares held by the Company’s executive officers and directors as of March 31, 2018 in connection with the Merger (based on the Merger Consideration of $4.05 per share, assuming that the Merger closes on June 30, 2018 and after giving effect to any vesting of Company Restricted Shares that is scheduled to occur after March 31, 2018 and prior to the consummation of the Merger):

The Company’s Employment Arrangements with Named Executive Officers

Each of the Company’s named executive officers is party to an employment agreement with the Company (each, an “Employment Agreement” and, collectively, the “Employment Agreements”). A brief summary of the Employment Agreements of our named executive officers and potential payments upon termination or change in control is set out below.

Brian O’Malley—President and Chief Executive Officer

The Company entered into an employment agreement with Mr. O’Malley on August 1, 2013, which was subsequently amended on August 2, 2017. Mr. O’Malley’s employment agreement provides him with two years of continued base salary in the event that his employment is terminated by the Company without cause or by him for good reason. Additionally, if such termination of employment occurs within 24 months following a change in control (as defined in our equity incentive plan), Mr. O’Malley would also be entitled to receive 24 monthly payments equal to the amount it would cost Mr. O’Malley for the monthly COBRA premiums for Mr. O’Malley and his eligible dependents based on his coverage under the Company’s applicable plan as of the termination date, with each monthly payment to be reduced by the amount that an active employee would be required to pay for such coverage under the applicable Company plans for such month. For purposes of Mr. O’Malley’s employment agreement, “cause” generally means Mr. O’Malley’s fraud or material dishonesty in connection

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with his duties to the Company, his failure to substantially perform the duties of his position which, if curable, is not cured within 10 business days after written notice, his conviction of a felony or plea of guilty or no contest to a charge or commission of a felony, or his commission of any act or violation of law that could reasonably be expected to bring the Company into material disrepute or adversely affect his ability to perform his duties for the Company. For purposes of Mr. O’Malley’s employment agreement, “good reason” generally means, without the consent of Mr. O’Malley, a material diminution in Mr. O’Malley’s base salary, a material diminution in Mr. O’Malley’s authority, duties, or responsibilities, a change in Mr. O’Malley’s principal office to a location more than 100 miles from Columbus, Ohio, or any other action or inaction that constitutes a material breach by the Company of the employment agreement.

Mr. O’Malley’s right to severance is conditioned upon his refraining from competing with the Company for the two years following his termination of employment and upon his compliance with confidentiality, non-solicitation (for two years post-termination) and non-disparagement obligations under his employment agreement. Mr. O’Malley’s right to severance is also conditioned upon his execution and non-revocation of a general release of claims.

Assuming Mr. O’Malley’s employment was terminated by the Company without cause or by Mr. O’Malley for good reason, in either case, upon the Closing of the Merger and further assuming that Mr. O’Malley satisfies the restrictive covenants and release requirement described above, he would be entitled to receive a total of $800,000 in base salary continuation and approximately $21,000 in COBRA payments under his employment agreement.

Diane D. Reed—Chief Financial Officer, Treasurer and Secretary

The Company entered into an employment agreement with Ms. Reed on October 2, 2017 in connection with her appointment as Chief Financial Officer, Treasurer and Secretary. Ms. Reed’s employment agreement provides her with one year of continued base salary in the event that her employment is terminated by the Company without cause or by her for good reason, in either case, prior to October 2, 2018. Ms. Reed’s employment agreement further provides her with two years of continued base salary in the event that her employment is terminated by the Company without cause or by her for good reason, in either case, on or after October 2, 2018. Additionally, if such termination of employment occurs within 24 months following a change in control (as defined in our equity incentive plan), Ms. Reed would also be entitled to receive 24 monthly payments equal to the amount it would cost Ms. Reed for the monthly COBRA premiums for Ms. Reed and her eligible dependents based on her coverage under the Company’s applicable plan as of the termination date, with each monthly payment to be reduced by the amount that an active employee would be required to pay for such coverage under the applicable Company plans for such month. The definition of “cause” for purposes of Ms. Reed’s employment agreement generally is the same as that for Mr. O’Malley. For purposes of Ms. Reed’s employment agreement, “good reason” generally means, without the consent of Ms. Reed, a material diminution in Ms. Reed’s base salary, a material diminution in Ms. Reed’s responsibilities, a material change in the geographic location at which Ms. Reed must perform the services, or any other action or inaction that constitutes a material breach by the Company of her employment agreement.

Ms. Reed’s right to severance is conditioned upon her refraining from competing with the Company for the two years following her termination of employment and upon her compliance with confidentiality, non-solicitation (for two years post-termination) and non-disparagement obligations under her employment agreement. Ms. Reed’s right to severance is also conditioned upon her execution and non-revocation of a general release of claims.

Assuming Ms. Reed’s employment was terminated by the Company without cause or by Ms. Reed for good reason, in either case, upon the Closing of the Merger, and further assuming that Ms. Reed satisfies the restrictive covenants and release requirement described above, she would be entitled to receive a total of $265,000 in base salary continuation and approximately $6,400 in COBRA payments under her employment agreement.

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Khanh Collins—Senior Vice President and Chief Operating Officer

The Company entered into an employment agreement with Ms. Collins on August 3, 2017 in connection with her appointment as Chief Operating Officer. Ms. Collins’s employment agreement provides her with two years of continued base salary in the event that her employment is terminated by the Company without cause or by her for good reason. Additionally, if such termination of employment occurs within 24 months following a change in control (as defined in our equity incentive plan), Ms. Collins would also be entitled to receive 24 monthly payments equal to the amount it would cost Ms. Collins for the monthly COBRA premiums for Ms. Collins and her eligible dependents based on her coverage under the Company’s applicable plan as of the termination date, with each monthly payment to be reduced by the amount that an active employee would be required to pay for such coverage under the applicable Company plans for such month. The definition of “cause” for purposes of Ms. Collins’s employment agreement generally is the same as that for Mr. O’Malley. For purposes of Ms. Collins’s employment agreement, “good reason” generally means, without the consent of Ms. Collins, a material diminution in Ms. Collins’s base salary, a material diminution in Ms. Collins’s responsibilities, a material change in the geographic location at which Ms. Collins must perform the services, or any other action or inaction that constitutes a material breach by the Company of her employment agreement.

Ms. Collins’s right to severance is conditioned upon her refraining from competing with the Company for the two years following her termination of employment and upon her compliance with confidentiality, non-solicitation (for two years post-termination) and non-disparagement obligations under her employment agreement. Ms. Collins’s right to severance is also conditioned upon her execution and non-revocation of a general release of claims.

Assuming Ms. Collins’s employment was terminated by the Company without cause or by Ms. Collins for good reason, in either case, upon the Closing of the Merger, and further assuming that Ms. Collins satisfies the restrictive covenants and release requirement described above, she would be entitled to receive a total of $420,000 in base salary continuation and approximately $17,600 in COBRA payments under her employment agreement.

Retention Arrangements for the Company’s Executive Officers

In anticipation of the Merger, the Company Board adopted a retention program pursuant to which each of our executive officers would receive a retention bonus contingent upon (a) the consummation of the Merger and (b) the executive officer’s continued service to the Company following the consummation of the Merger for a period ending on the earlier of (x) the 90th day following the consummation of the Merger or (y) an earlier termination of the executive officer’s employment by the Company without “cause” (as defined in the Employment Agreements). If an executive officer incurs a termination of employment other than a termination by the Company without “cause” prior to the 90th day following the Merger, no retention bonus will be paid to such executive officer. The retention bonus amounts for Mr. O’Malley and Mdmes. Reed and Collins are, respectively, $200,000, $110,000 and $50,000.

Parent’s Arrangements with the Company’s Executive Officers

As of the date of this proxy statement, none of the Company’s executive officers has entered into any agreement with Parent or any of Parent’s affiliates regarding employment with the Company and/or any compensation or benefits. However, Parent shall assume the obligations of the Company under the existing Employment Agreements.

Golden Parachute Compensation

This section sets forth information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of the Company that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in

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this section we use such term to describe the Merger-related compensation payable to our named executive officers. The Merger-related compensation payable to these individuals is the subject of a non-binding, advisory vote of Company Shareholders, as described below in the section “Proposal 2—Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers.”

The estimated value of the payments and benefits that the Company’s named executive officers will receive in connection with the Merger is quantified below in accordance with Item 402(t) of Regulation S-K. The estimated values are based on the following assumptions: (a) that the consummation of the Merger occurs on September 7, 2018 (the latest practicable date determined in accordance with Item 402(t) of Regulation S-K); (b) the Merger Consideration of $4.05 per share; (c) the number of unvested Company Restricted Shares held by the named executive officers as of the date of this proxy statement and (d) an assumption that each of the named executive officers’ employment is terminated by the Company without “cause” or by the executive for “good reason” (each as defined in the Employment Agreements) immediately after the consummation of the Merger. If any of these assumptions is not correct or were to change, the actual amounts, if any, ultimately received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

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Director and Officer Indemnification and Insurance

The Merger Agreement provides that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers of the Company or its subsidiaries as provided in their organizational documents or in any agreement with the Company or any of its subsidiaries set forth on the Company disclosure letter will survive the Merger and continue in full force and effect.

The Merger Agreement also provides that for a period of six years from the Effective Time, the surviving corporation will maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its subsidiaries’ organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its subsidiaries with any of their respective directors or officers as in effect immediately prior to the Effective Time set forth on the Company disclosure letter, and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors or officers of the Company or any of its subsidiaries.

The Merger Agreement also provides that for a period of six years from and after the Effective Time, each of Parent and the surviving corporation will indemnify and hold harmless (and advance funds in respect of each of the Indemnified Parties) each current and former director and officer of the Company or any of its subsidiaries (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”) against any reasonable and documented losses in connection with any action in connection with such Indemnified Party’s service as a director or officer of the Company or any of its subsidiaries including an action arising out of the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement.

The Merger Agreement also provides that for a period of six years from the Effective Time, the surviving corporation will (and Parent shall cause the surviving corporation to) maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising on or before the Effective Time, subject to certain limitations.

Notwithstanding the obligations described above, the Company may (or, if the Parent requests, the Company will) purchase, for effectiveness on the Effective Time, a six year prepaid “tail” policy on terms and conditions providing equivalent or greater benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising on or before the Effective Time.

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

The following is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) whose Company Common Shares are converted into the right to receive cash in the Merger.

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This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to Company Shareholders. This discussion does not address the consequences of the Merger to Company Shareholders who receive cash pursuant to the exercise of dissenters’ rights. This discussion also does not apply to Company Restricted Shares that become vested in connection with the Merger or to Company Options that are cashed out in connection with the Merger. This discussion applies to a Company Shareholder only if the shareholder holds Company Common Shares as capital assets for U.S. federal income tax purposes, and does not apply to Company Shareholders that are members of a special class of persons subject to special rules, including but not limited to:

This discussion is based on the Internal Revenue Code of 1986, as amended, its legislative history, final, temporary and proposed U.S. Treasury Regulations, published rulings and administrative guidance from the Internal Revenue Service (the “IRS”) and court decisions, all as of the date of this proxy statement. These laws and other authorities are subject to change, possibly on a retroactive basis.

This discussion addresses only U.S. federal income taxation and does not address any aspect of non-U.S., state, local, alternative minimum, estate, gift, Medicare or other tax law that may be applicable to a Company Shareholder.

This discussion is intended to provide only a general summary of the material U.S. federal income tax consequences of the Merger to U.S. holders of Company Common Shares. The Company does not intend for this

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discussion to be a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. The U.S. federal income tax laws are complex and subject to varying interpretations. Accordingly, the IRS may not agree with the tax consequences described in this proxy statement.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Company Common Shares, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partner and the partnership. A partner of a partnership holding Company Common Shares should consult the partner’s tax advisor regarding the U.S. federal income tax consequences of the Merger to the partner.

This discussion is for general information only and is not tax advice. We urge you to consult with your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the Merger arising under U.S. federal estate, gift or other tax laws or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of Company Common Shares that is, for U.S. federal income tax purposes:

Tax Consequences of the Merger

The exchange of Company Common Shares for cash in the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose Company Common Shares are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between (a) the amount of cash received with respect to such shares, determined before the deduction of any applicable withholding taxes, as described below under “—Backup Withholding and Information Reporting” and (b) the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis generally equals the price the U.S. holder paid for its Company Common Shares less any distributions received that were in excess of the Company’s current and accumulated earnings and profits (but not reduced below zero). Gain or loss will be determined separately for each block of Company Common Shares (i.e., shares acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss, provided that the U.S. holder’s holding period for each such block of Company Common Shares exceeds one year at the Effective Time, and otherwise will be short-term capital gain or loss. Long-term capital gains of non-corporate U.S. holders are generally subject to U.S. federal income tax at preferential rates. There are limitations on the deductibility of capital losses.

Backup Withholding and Information Reporting

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (at a rate of 24%) with respect to the Merger Consideration, unless the U.S. holder properly establishes an exemption or provides the U.S. holder’s correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. The IRS may impose a penalty upon a U.S. holder that fails to provide a correct taxpayer identification number. U.S. holders are urged to consult their tax advisors regarding the application of backup withholding, the availability of an exemption from backup withholding and the procedure for obtaining such an exemption, if available.

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

The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the Merger. Because individual circumstances may differ, Company Shareholders should consult their own tax advisor regarding the applicability of the rules discussed above and the particular tax effects of the Merger in light of their particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Approvals Required for the Merger

The Company and Parent have agreed to cooperate with each other, under the terms and subject to the conditions contained in the Merger Agreement, in connection with obtaining the regulatory approvals required to consummate the Merger, including by determining whether any filings are required to be made with, or governmental consents are required to be obtained from, any governmental entities and timely making or causing to be made all applications and filings as reasonably determined by Parent and the Company as promptly as practicable, to the extent not made prior to the signing of the Merger Agreement. We cannot assure you that any regulatory clearances and approvals will be timely obtained or obtained at all.

Litigation Relating to the Merger

To the Company’s knowledge, as of April 17, 2018, there is no pending litigation against the Company, Parent or Merger Sub relating to the Merger.

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THE MERGER AGREEMENT

The following discussion contains certain information about the Merger. The discussion is subject to, and qualified in its entirety by reference to, the Merger Agreement attached as Annex A to this proxy statement and incorporated herein by reference. We urge you to read carefully this entire proxy statement, including the Merger Agreement attached as Annex A , for a more complete understanding of the Merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of terms are included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about the Company contained in this proxy statement or in the public reports of the Company filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement. The Merger Agreement contains representations and warranties by Parent, on the one hand, and the Company, on the other hand. The representations, warranties and covenants made in the Merger Agreement by the Company, Parent and Merger Sub were qualified and subject to important limitations that were negotiated and agreed to by the Company and Parent, respectively. In particular, in your review of the representations and warranties contained in the Merger Agreement, and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally relevant to investors or applicable to reports and documents filed with the SEC, and some were qualified by certain confidential disclosures made by the Company and Parent in connection with the Merger Agreement and certain public filings made by the Company with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement.

For the foregoing reasons, the representations and warranties, or any descriptions of those provisions, should not be read alone or relied upon as characterizations of the actual state of facts or condition of the Company, Parent or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in, or incorporated by reference into, this proxy statement. See “Where You Can Find More Information.” The Company will provide additional disclosures in its public reports to the extent it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosure as required by federal securities laws.

Effects of the Merger; Directors and Officers

The Merger Agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the Merger Agreement and in accordance with the OGCL. At the Effective Time, the separate corporate existence of Merger Sub will cease. As the surviving corporation, the Company will continue to exist following the Merger. As a result of the Merger, the surviving corporation will become a direct wholly owned subsidiary of Parent.

At the Effective Time, (i) the articles of incorporation of Merger Sub in effect immediately prior to the Effective Time, which are attached as Exhibit A to the Merger Agreement, shall be the articles of incorporation of the surviving corporation, until thereafter amended or modified as provided therein or by applicable law, except that references to the name of Merger Sub shall be replaced by the name of the Company and (ii) the code of regulations of Merger Sub in effect immediately prior to the Effective Time, which is attached as Exhibit B to the Merger Agreement, shall be the code of regulations of the surviving corporation, until thereafter amended or modified as provided therein or by applicable law, except that references to the name of Merger Sub shall be replaced by the name of the Company.

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The directors of Merger Sub immediately prior to the Effective Time shall be, from and after the Effective Time, the initial directors of the surviving corporation, each to hold office in accordance with the articles of incorporation and the code of regulations of the surviving corporation until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the code of regulations of the surviving corporation. The officers of the Company immediately prior to the Effective Time shall be, from and after the Effective Time, the initial officers of the surviving corporation, each to hold office in accordance with the articles of incorporation and the code of regulations of the surviving corporation until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the code of regulations of the surviving corporation.

Closing and Effective Time of the Merger

The Merger Agreement provides that the closing of the Merger (the “Closing”) will take place on the third business day after the first day on which all of the conditions to the Closing (described in “—Conditions to the Merger” beginning on page 80 of this proxy statement) have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or at such other time as the Company and Parent may agree in writing.

The Effective Time will occur when the certificate of merger has been duly filed with the Secretary of State of the State of Ohio, or at such later time as may be agreed by the Company, Parent and Merger Sub and set forth in the certificate of merger in accordance with the OGCL.

Merger Consideration; Conversion of Company Common Shares

At the Effective Time, by virtue of the Merger, each Company Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Dissenting Shares) will be converted into the right to receive the Merger Consideration. Each Company Common Share to be converted into the right to receive the Merger Consideration shall be automatically cancelled and shall cease to exist. For information on the treatment of Dissenting Shares in the Merger, see the section below entitled “—Dissenters’ Rights” beginning on page 65 of this proxy statement and the section entitled “Dissenters’ Rights” beginning on page 89 of this proxy statement.

At the Effective Time, the Excluded Shares shall be canceled automatically and shall cease to exist, and no consideration shall be delivered in respect of the Excluded Shares.

Treatment of Company Equity Awards

Company Restricted Shares

At the Effective Time, each Company Restricted Share will be cancelled without any action on the part of the holder thereof in consideration for the right of such holder to receive, without interest, a cash payment equal to the Merger Consideration.

Company Options

At the Effective Time, each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled without any action on the part of the holder thereof in consideration for the right of the holder to receive, without interest, a cash payment equal to the product of (a) the number of Company Common Shares subject to such Company Option as of immediately prior to the Effective Time multiplied by (b) the amount by which the Merger Consideration exceeds the exercise price per share of such Company Option. Any Company Option with an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled with no payment due to the holder thereof.

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Exchange and Payment Procedures

Prior to the Effective Time, Parent will select and enter into an agreement with a U.S. bank or trust company to act as paying agent (the “Paying Agent”) in connection with the Merger and receive payment of the aggregate Merger Consideration to which Company Shareholders are entitled pursuant to the Merger Agreement. At least one business day prior to the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent, in trust for the benefit of holders of Company Common Shares, cash in U.S. dollars that is sufficient in the aggregate for the Paying Agent to make the payments of the aggregate Merger Consideration in exchange for all of Company Common Shares issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares and Excluded Shares).

As promptly as practicable after the Effective Time, and in no event later than the third business day thereafter, the surviving corporation will cause the Paying Agent to mail to each holder of record, as of immediately prior to the Effective Time, of a certificate representing Company Common Shares (“Certificates”) or book-entry shares that immediately prior to the Effective Time represented outstanding Company Common Shares (other than Dissenting Shares and Excluded Shares) whose Company Common Shares were converted into the right to receive the consideration payable in respect thereof pursuant to the Merger Agreement the following:

Upon surrender of Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or book-entry shares to the Paying Agent, together with the properly completed letter of transmittal and any other documents as may be required by the Paying Agent, the holder of such Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or book-entry shares shall be entitled to receive a cash amount equal to the product of the number of Company Common Shares represented by the holder’s surrendered Certificates (or affidavits of loss in lieu thereof) or book-entry shares multiplied by the Merger Consideration, and any Certificate surrendered will be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of a Certificate (or affidavit of loss in lieu thereof) or book-entry shares.

In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, or if the consideration payable is to be paid in a name other than that in which the Certificate surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Company Common Shares are presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable share transfer and other applicable taxes have been paid or are not applicable.

Any holder of book-entry shares shall not be required to deliver a Certificate to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, each registered holder of one or more book-entry shares, subject to compliance with the terms and conditions in the Merger Agreement, will automatically be entitled to receive, and the Paying Agent will pay and deliver as soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter), an amount in cash equal to the product of the number of such holder’s book-entry shares multiplied by the Merger Consideration.

Until surrendered in the manner contemplated above, each Company Common Share will be deemed to represent at any time after the Effective Time only the right to receive upon such surrender (together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other such

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documents as may be reasonably required pursuant to the letter of transmittal instructions or by the Paying Agent) the Merger Consideration pursuant to the Merger Agreement, except for Excluded Shares and Dissenting Shares which are described in the section below entitled “—Dissenters’ Rights” beginning on page 65 of this proxy statement and the section entitled “Dissenters’ Rights” beginning on page 89 of this proxy statement.

Any Merger Consideration deposited with the Paying Agent (including the proceeds of any investment thereof) that remains undistributed one year after the Closing date will be delivered to the surviving corporation upon its demand. Thereafter, any holders of Company Common Shares (other than Dissenting Shares) that were issued and outstanding immediately prior to the Merger who have not surrendered their Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or book-entry shares will be entitled to look only to the surviving corporation for payment of their claim for the Merger Consideration upon due surrender of their Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or book-entry shares, in each case subject to applicable abandoned property, escheat or similar law.

At the Effective Time, the share transfer books of the Company will be closed, and there will be no further registration of transfers on the share transfer books of the surviving corporation of Company Common Shares that were outstanding immediately prior to the Effective Time.

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent or the surviving corporation, the posting by such person of a bond in reasonable and customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate a check in the amount of the product of the number of Company Common Shares formerly represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration (without interest).

The Paying Agent, the Company and its subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under the Merger Agreement taxes that are required to be withheld or deducted with respect to the making of such payment. Any amount so withheld will be remitted to the appropriate governmental entity and be treated for all purposes under the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

Dissenters’ Rights

Any Company Common Shares that are held by a holder of record who is entitled to demand and properly demands payment of the fair cash value of such Company Common Shares as a dissenting shareholder pursuant to, and who complies in all respects with, the provisions of Section 1701.85 of the OGCL, will not be converted into the right to receive the Merger Consideration, but will instead at the Effective Time become entitled to receive the fair cash value of such Dissenting Shares in accordance with the provisions of Section 1701.85 of the OGCL and, from the time such dissenting shareholder makes his or her demand until either the termination of the rights and obligations arising from it or the purchase of the Dissenting Shares by the Company, all other rights arising from such shares, including voting and dividend or distribution rights, are suspended, and such holder of record will cease to have any other rights with respect to such Company Common Shares, except as set forth in the Merger Agreement and the OGCL. If any holder of record fails to perfect or otherwise waives, withdraws or loses the right to proceed under Section 1701.85 of the OGCL or a court of competent jurisdiction determines that such holder of record is not entitled to the relief provided by Section 1701.85 of the OGCL, or such holder, with the consent of the Company if required, waives or withdraws the demand for the fair cash value of such holder’s Company Common Shares, then the right of such holder of record to be paid the fair cash value of such holder of record’s Dissenting Shares will be deemed to have been converted at the Effective Time (or at the time such dissenters’ rights are terminated if such termination occurs after the Effective Time) into, and will have become, the right to receive the Merger Consideration. The Company must give Parent prompt written notice of any demands for the fair cash value of Company Common Shares, attempted withdrawals of such demands and

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any other instruments delivered to the Company pursuant to the OGCL with respect to a demand for the fair cash value of Company Common Shares, and will provide Parent an opportunity to participate in all negotiations and proceedings with respect to any demands under Section 1701.85 of the OGCL. The Company may not, except with the prior written consent of Parent, and prior to the Effective Time, Parent may not, except with the prior written consent of the Company, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Shares.

Adjustments to Prevent Dilution

If the number of Company Common Shares outstanding after the date of signing the Merger Agreement and prior to the Effective Time are changed into a different number of Company Common Shares as a result of a reclassification, recapitalization, reorganization, share split (including a reverse share split), or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Company Common Shares) or other similar change with respect to the Company Common Shares with a record date during such period, the Merger Consideration will be equitably adjusted to reflect such change and such adjustment will provide the Company Shareholders the same economic effect as contemplated by the Merger Agreement prior to such action.

Representations and Warranties

Representations and Warranties of the Company

The Merger Agreement contains customary representations and warranties made by the Company to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement, in the disclosure letter delivered by the Company to Parent immediately prior to the execution of the Merger Agreement or in certain SEC reports filed by the Company. In particular, certain of these representations and warranties are subject to materiality or “material adverse effect” qualifications (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect on the Company, as further described below in “—Material Adverse Effect”). In addition, certain of the representations and warranties in the Merger Agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of the Company did not have actual knowledge.

In the Merger Agreement, the Company made representations and warranties to Parent and Merger Sub regarding, among other things:

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Material Adverse Effect

Many of the Company’s representations and warranties in the Merger Agreement are qualified by, among other things, exceptions relating to the absence of a “Company Material Adverse Effect”, which means, with respect to

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the Company, any fact, development, circumstance, change, event, occurrence or effect (each, an “Effect”) that, individually or taken together with all other Effects, (a) have a material adverse effect on the financial or other condition, business properties, assets, liabilities or results of operations of the Company and its subsidiaries taken as a whole, or (b) would reasonably be expected to prevent or materially impair or materially delay the consummation of the Merger, except that, solely with respect to clause (a) above, none of the following, and no Effect arising out of or relating to the following to the extent occurring after the date of the Merger Agreement, will constitute a “Company Material Adverse Effect” or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur:

except, with respect to the first, second, third, fourth and sixth bullets above, such exceptions will not apply to the extent that such Effect has had a disproportionate adverse effect on the Company relative to other companies operating in the industries in which the Company and its subsidiaries conduct business, and in such cases only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a Company Material Adverse Effect.

Representations and Warranties of Parent and Merger Sub

The Merger Agreement also contains customary representations and warranties made by Parent and Merger Sub to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letter delivered by Parent to the Company. In particular, certain of these representations and warranties are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of Parent did not have actual knowledge. The representations and warranties of Parent and Merger Sub relate to, among other things:

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