Alimera Sciences (ALIM) PREM14APreliminary proxy related to merger

“FOR” approval of the Merger Proposal;

“FOR” approval of the Adjournment Proposal; and

“FOR” approval of the Compensation Proposal.

For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Merger, see “The Merger Agreement — Conditions to Completion of the Merger” and “The Merger — Regulatory Approvals”.

Outstanding Company RSAs, whether vested or unvested as of immediately prior to the Effective Time, for which the holder thereof made a timely and valid 83(b) Election shall be cancelled and cease to exist and shall be converted into the right to receive the Merger Consideration.

Each Company RSA for which the holder thereof did not make a timely and valid 83(b) Election shall be canceled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding as contemplated by the Merger Agreement) equal to: (A) the total number of shares of such Company RSAs multiplied by (B) the Closing Cash Consideration, without any interest thereon, and (ii) CVRs in an amount equal to the total number of shares of such Company RSAs.

Each Company PSU that is then outstanding shall automatically be canceled and converted into the right to receive (i) from the Surviving Corporation an amount of cash (without interest and subject to deduction for any required withholding as contemplated by the Merger Agreement) equal to the product of (A) the total number of shares of Common Stock then underlying such Company PSUs pursuant to the applicable Company PSU grant terms, with, for the avoidance of doubt, all performance metrics deemed achieved at 100%, multiplied by (B) the Closing Cash Consideration, without any interest thereon and (ii) CVRs in an amount equal to the total number of shares of Common Stock then underlying such Company PSUs pursuant to the applicable Company PSU grant terms, with, for the avoidance of doubt, all performance metrics deemed achieved at 100%.

Each Company RSU that is then outstanding shall automatically be canceled and converted into the right to receive (i) from the Surviving Corporation an amount of cash (without interest and subject to deduction for any required withholding as contemplated by the Merger Agreement) equal to the product of (A) the number of shares of Common Stock then underlying such Company RSU multiplied by (B) the Closing Cash Consideration, without any interest thereon and (ii) CVRs in an amount equal to the total number of shares of Common Stock then underlying such Company RSUs.

Each Company Warrant that is outstanding as of immediately prior to the Effective Time shall, upon the Effective Time, convert into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as such holder would have been entitled to receive following the Effective Time if such holder had been, immediately prior to the Effective Time, the holder of the number of shares of Common Stock then issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained therein.

For further detail, see “Proposal 3: Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers.”

As of close of business on the Record Date, there were [•] outstanding shares of Common Stock.

prior to the Special Meeting, by proxy:

at the Special Meeting:

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote your shares of Common Stock that you beneficially own, you may still vote your shares of Common Stock online at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy will not be counted.

You may submit a subsequent proxy by using the Internet, by telephone or by mail with a later date;

You may deliver a written notice that you are revoking your proxy to the Secretary of the Company at 6310 Town Square, Suite 400, Alpharetta, Georgia 30005; or

You may attend the Special Meeting virtually and vote your shares at the Special Meeting. Simply attending the Special Meeting without affirmatively voting will not, by itself, revoke your proxy.

If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for changing your vote.

This proxy statement, and the documents to which we refer you in this proxy statement, as well as oral statements made or to be made by us, contains forward-looking statements, including statements relating directly or indirectly to the timing or likelihood of completing the Merger, plans for future growth, changes in the business and other business development activities as well as capital expenditures, financing sources and the effects of regulation and competition and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. All statements included or incorporated by reference in this proxy statement, other than statements that are historical facts, are forward-looking statements. The words “believe,” “expect,” “should” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are estimates and projections reflecting management’s reasonable judgment based on currently available information and using numerous assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties, including the following:

Forward-looking statements in this proxy statement should be evaluated together with the many uncertainties that affect Parent’s business, particularly those identified in the cautionary factors discussion in Parent’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s business, particularly those identified in the cautionary factors discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as other documents that may be filed by Parent

For more information about the Company, please visit our website at alimerasciences.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. For more information see “Where You Can Find More Information.”

The Company’s common stock is listed on Nasdaq under the symbol “ALIM.”

Parent’s common stock is listed on Nasdaq under the symbol “ANIP.”

Merger Sub is a Delaware corporation and wholly owned indirect subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. As of the date of this proxy statement, Merger Sub has not engaged in any business activities other than those incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will cease to exist, and the Company will continue as the surviving corporation.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies for use at the Special Meeting to be held on [•] at [•] Eastern Time (unless adjourned or postponed), online at www.virtualshareholdermeeting.com/ALIM2024SM, or at any postponement or adjournment thereof. At the Special Meeting, holders of Common Stock will be asked to approve the Merger Proposal, to approve the Adjournment Proposal and to approve the Compensation Proposal.

We have fixed the close of business on [•], 2024 as the Record Date for the Special Meeting, and only holders of record of Common Stock on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. On the Record Date, there were [•] shares of Common Stock outstanding and entitled to vote. On all matters properly coming before the Special Meeting, you will have one vote for each share of Common Stock that you owned on the Record Date.

The presence at the Special Meeting, online or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the conduct of business at the Special Meeting. Shares of Common Stock represented at the Special Meeting but not voted, including shares of Common Stock for which a stockholder directs an “abstention” from voting, will be counted for purposes of establishing a quorum. Broker non-votes will also be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the Special Meeting. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned, postponed or delayed. If we adjourn, postpone or delay the Special Meeting for more than 30 days, or if thereafter a new Record Date is set, a notice of the adjourned, postponed or delayed meeting will be given to each stockholder of record entitled to vote at the Special Meeting in accordance with our bylaws.

You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.virtualshareholdermeeting.com/ALIM2024SM and entering the 16-digit control number included on your proxy card. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this Proxy Statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting.

If your shares of Common Stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Common Stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of those shares held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

If you are a stockholder of record, you may have your shares of Common Stock voted on matters presented at the Special Meeting in any of the following ways:

by telephone or over the Internet, by accessing the telephone number or website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

you will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.virtualshareholdermeeting.com/ALIM2024SM and entering the 16-digit control number included on your proxy card.

You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed Proxy Statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting.

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

If you have any questions or need assistance voting your shares, please contact Investor Relations, Alimera Sciences, Inc., by mail at 6310 Town Square, Suite 400, Alpharetta, Georgia 30005, by telephone at (678) 990-5740 or by email at ir@alimerasciences.com; or CORE IR by telephone at (516) 222-2560.

As of [•], 2024, the Record Date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [•] shares of Common Stock, representing [•] percent of the outstanding shares of Common Stock. We currently expect that all of our directors and executive officers will vote all of their respective shares of Common Stock for the Merger Proposal, the Adjournment Proposal and the Compensation Proposal.

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet or by returning the enclosed proxy card in the accompanying prepaid reply envelope or may vote at the Special Meeting. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote at the Special Meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Proposal which will have the same effect as a vote against the proposal, and your shares will not have an effect on the Adjournment Proposal or the Compensation Proposal.

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, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary or by attending the Special Meeting and voting there. Written notice of revocation should be mailed to: Alimera Sciences, Inc., Attention: Corporate Secretary, 6310 Town Square, Suite 400, Alpharetta, Georgia 30005.

Although it is not currently expected, if the Adjournment Proposal is approved, the Special Meeting may be adjourned, if necessary, and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or for the purpose of soliciting

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation in the Merger as a wholly owned indirect subsidiary of Parent and will continue to exist following the Merger. As a result of the Merger, the Company’s common stock will cease to be publicly traded, will be delisted from Nasdaq, and will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC. You will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL (or at such later time as we and Parent may agree and specify in the certificate of merger).

The Board of Directors and senior management regularly review the Company’s business, operations, financial performance and strategic direction. As part of this evaluation, the Board of Directors considers the Company’s long-term strategies and plans, changes in the industry and markets in which the Company operates, execution opportunities and risks, potential strategic transaction opportunities and other considerations.

Members of our senior management regularly meet with existing and potential investors in the Company, and with others involved in the pharmaceutical industry, that may represent potential partnering or other business opportunities and have at various points over the past several years had discussions regarding potential partnerships and other relationships and transactions, including potential business combinations.

Following further due diligence with Party A reflecting the Company’s 2021 results and 2022 budget, on March 4, 2022, and April 6, 2022, the Company received updated (although reduced) acquisition proposals from Party A to acquire all of the outstanding shares of Common Stock of the Company.

On May 5, 2022, the Board of Directors instructed representatives of Perella Weinberg Partners to assist the Company in engaging in a process to approach a number of potential acquirers to evaluate their interest in engaging in a strategic transaction with the Company. Representatives of Perella Weinberg Partners assisted the Company in identifying twelve additional potential transaction counterparties. At the direction of the Board of Directors, representatives of Perella Weinberg Partners contacted all twelve of such parties and the Company eventually entered into nondisclosure agreements with, and provided certain diligence materials to, five of such potential transaction counterparties. Such nondisclosure agreements generally contained customary standstill restrictions, none of which included “don’t-ask don’t-waive” provisions.

However, on October 17, 2022, the chief executive officer of Party B called Mr. Rick Eiswirth, President and Chief Executive Officer of the Company, to notify him that Party B would not be able to enter into the proposed transaction as planned and was unable to state whether or when Party B might be able to enter into the transaction, which ended the Prior M&A Process.

On November 13, 2023, the Company terminated Perella Weinberg Partners’ engagement as exclusive financial advisor to the Company. As discussed below, the Company reinstated Perella Weinberg Partners’ engagement letter in connection with its entry into the Merger Agreement.

Later that same day, Mr. Morgan and Mr. Eiswirth discussed the Initial Party C Indication of Interest.

On December 29, 2023, Party C contacted the Company to schedule a meeting at the JP Morgan Health Care Conference.

On January 7, 2024, during the JP Morgan Health Care Conference, the Company met with Party C, and Party C reiterated its interest in a potential strategic transaction. Company management reiterated the Board of Directors’ conclusion that the Initial Party C Indication of Interest was insufficient to merit further engagement and expressed confidence in its long-term strategic plans. Party C suggested they might be able to increase their proposal with access to additional information regarding managements plans.

On January 15, 2024, a financial advisor of Party C contacted the Company requesting high priority diligence items that might provide support for an improved offer. From time to time from January 15, 2024, to February 23, 2024, the Company addressed Party C’s questions and requests.

On February 29, 2024, the Board of Directors held a special meeting attended by Messrs. Johnson and Visick, and representatives of Perella Weinberg Partners and DLA Piper. Mr. Morgan discussed with the Board of Directors the Second Party C Indication of Interest (which had been provided to the Board of Directors in advance of the meeting). A representative of Perella Weinberg Partners then reviewed certain preliminary financial information relating to the Second Party C Indication of Interest with the Board of Directors, including an illustrative net present value of the CVR. Following the presentation, the Board of Directors, management and DLA Piper engaged in further discussions regarding the Second Party C Indication of Interest. After further discussion, the directors present unanimously instructed management to further consider the Second Party C Indication of Interest, including authorizing management to enter into a nondisclosure agreement with Party C and provide access to non-public information. The Board of Directors then engaged in further discussion regarding strategic planning based on different potential scenarios that could arise following communication of the Board of Directors’ position on the Second Party C Indication of Interest, including preparing for due diligence and assessing potential future third-party interest.

Between January and March 2024, the Company held conversations with a limited number of potential counterparties regarding general business updates and their strategic interests in ophthalmology, which did not result in any indications of interest beyond the Second Party C Indication of Interest.

On March 1, 2024, the Company entered into a nondisclosure agreement with Party C (which agreement contained customary standstill restrictions and did not include a “don’t-ask don’t-waive” provision).

On March 6, 2024, Mr. Morgan was introduced to Chad Gassert, Senior Vice President of Parent, by a financial advisor of Parent. Mr. Gassert provided an overview of Parent’s business and Parent’s interest in making further investments in ophthalmology. Mr. Morgan provided an overview of the Company’s business and publicly disclosed plans.

On March 7, 2024, at the direction of the Board of Directors of the Company, a representative of Perella Weinberg Partners contacted Parent regarding its potential interest to, and its financial ability to, acquire the Company.

On March 11, 2024, the Company provided Party C with access to a virtual data room containing diligence materials.

On March 12, 2024, at the direction of management of the Company, a representative of Perella Weinberg Partners followed up with Parent regarding its interest in the Company. Mr. Gassert of Parent met with representatives of Perella Weinberg Partners via teleconference, and indicated Parent would like to enter into a nondisclosure agreement with the Company to conduct diligence.

On March 18, 2024, the Company entered into a nondisclosure agreement with Parent (which agreement contained customary standstill restrictions and did not include a “don’t-ask don’t-waive” provision).

On March 21, 2024, Mr. Eiswirth and other members of Company management attended a dinner with representatives of Party C and Party C’s financial advisor to discuss Party C’s interest in the Company.

On March 22, 2024 representatives of Party C and Party C’s financial advisor attended a management presentation conducted by members of the Company’s senior management.

Following review and discussion of the terms of Centerview’s engagement between senior management, the Board of Directors and Centerview, on March 27, 2024, the Company executed an engagement letter with Centerview as financial advisor to the Company.

On April 3, 2024, the Company entered into nondisclosure agreements with Party D and Party E (which agreements contained customary standstill restrictions and did not include a “don’t-ask don’t-waive” provision).

In total, between April 4, 2024, and May 6, 2024, the Company and Centerview facilitated preliminary diligence with eight parties who had entered into nondisclosure agreements with the Company.

On April 4, 2024, representatives of Parent attended a management presentation conducted by members of the Company’s senior management, with representatives of Centerview also in attendance.

On April 10, 2024, Mr. Eiswirth spoke with the Chief Executive Officer of Party C regarding Party C’s interest in the Company.

On April 11, 2024, the Company provided management presentations to each of Party D and Party E, with representatives of Centerview also in attendance.

On April 24, 2024, Mr. Morgan had dinner with a representative of Party A to discuss Party A’s renewed interest in the Company.

On April 25, 2024, Party G reached out to the Company to express a strategic interest in the Company.

On May 2, 2024, the Company entered into a nondisclosure agreement with Party G (which agreement contained customary standstill restrictions and did not include a “don’t-ask don’t-waive” provision).

On May 3, 2024, representatives of Party G attended a management presentation conducted by members of the Company’s senior management, with representatives of Centerview also in attendance. On the same day, Party F’s financial advisor notified Centerview that if Party F were to submit a non-binding offer, the price would likely be in the low $4.00 per share range. However, Party F ultimately did not submit any proposal for the Board of Directors to consider.

On May 8, 2024, Party A reached out to Centerview to preview Party A’s offer of around $4.00 per share in cash. During this call, Centerview noted that it would discuss with the Board of Directors but such offer was not likely to be viewed as competitive by the Board of Directors.

On May 12, 2024, the Board of Directors held a special meeting attended by Messrs. Johnson, Visick and Elliot Maltz, Treasurer and Chief Financial Officer, and representatives of Centerview and DLA Piper. Management provided a high-level summary of the bids that the Company had received to date, including the Initial Parent Indication of Interest, the Initial Party E Indication of Interest and the Second Party C Indication of Interest. Representatives of Centerview then reviewed with the Board of Directors the latest status update on the process to date, noting that Centerview had engaged with thirteen parties in total, of which three parties had submitted bids. Representatives of Centerview then reviewed with the Board of Directors the bids from the three parties from a financial point of view, and the Board of Directors discussed with Centerview the potential strategic fit with the bidders. Following the presentation, the Board of Directors, management and representatives of DLA Piper engaged in further discussion regarding each of the proposals, the prices and terms proposed and the Board of Director’s obligations as directors. After extensive discussion, the Board of Directors unanimously instructed Centerview to tell Party C, Party E and Parent that they needed to improve their proposals. Following the meeting of the Board of Directors, representatives of Centerview spoke with each of Party C, Party E and Parent and conveyed the guidance from the Board of Directors.

On May 13, 2024, Party A submitted to the Company a non-binding indication of interest to acquire all of the outstanding shares of Common Stock of the Company for $4.09 per share in cash.

On May 14, 2024, Party G notified Centerview that it was no longer interested in pursuing a potential transaction with the Company.

On May 17, 2024, the Company provided Party E with access to a virtual data room containing diligence materials.

Between May 17, 2024, and June 20, 2024, the Company engaged in a comprehensive due diligence process with each of Parent, Party C and Party E, including conducting multiple due diligence calls between the Company and such bidders.

On May 22, 2024, DLA Piper and Centerview provided a proposed draft of the merger agreement to Parent, Party C and Party E. Centerview communicated to the bidders to provide their proposed mark-ups to the merger agreement in connection with their bids, with an initial mark-up to be provided in advance of the bid, by June 7, 2024.

On June 5, 2024, Centerview discussed with Party A its first-round bid submitted on May 13, 2024, noting it was not competitive with other proposals the Company had received. Ultimately, Party A did not submit an improved offer beyond its first-round bid.

On June 11, 2024, legal counsel for Party E provided its mark-up to the merger agreement. DLA Piper subsequently discussed the material issues raised by each of the received mark-ups with the management of the Company.

On June 12, 2024, the Board of Directors held a special meeting attended by Messrs. Visick, Johnson and Maltz, and representatives of Centerview and DLA Piper. Management presented their long-range forecast for the Company, and following an extended review and discussion, the Board of Directors approved such long-range forecast for use in evaluating potential strategic alternatives, including continuing as an independent company, and directed the Company’s senior management to provide such long-range forecast to Centerview for the purposes of providing financial analyses in connection with the Board of Director’s evaluation of any potential strategic transaction, including preparing any opinion requested by the Board of Directors. Representatives of Centerview reviewed financial aspects of the Company based on such long-range forecast. Representatives of Centerview reviewed with the Board of Directors the four bids received during the initial round of bidding from a financial point of view, and the Board of Directors noted that Parent, Party C and Party E had expressed to Centerview their intent to submit new bids by the upcoming Second Round Submission Deadline. A representative of DLA Piper then discussed the material terms of each of the mark-ups received from the three remaining bidders. After extensive discussion, the Board of Directors instructed DLA Piper to convey to the three remaining bidders points of potential improvement on their respective merger agreement mark-ups in anticipation of a re-submission of bids on June 14, 2024. Following the meeting, DLA Piper communicated via teleconference with the legal counsel for each of the remaining three bidders key areas of improvement on their respective merger agreement mark-ups to consider in connection with the submission of updated indications of interest.

On June 13, 2024, Party E notified Centerview that it was no longer interested in pursuing a potential transaction with the Company.

On June 15, 2024, the Board of Directors held a special meeting attended by Messrs. Visick, Johnson and Maltz, and representatives of Centerview and DLA Piper. Representatives of Centerview provided an update on the process status and bidders (including the exit of Party E from the process). Representatives of Centerview then reviewed the Second Parent Indication of Interest and the Third Party C Indication of Interest with the Board of Directors from a financial point of view. Representative of Centerview further discussed the potential payout scenarios for the proposed CVR proposed by each bidder based on management’s long-range forecast and the time value of money. A representative of DLA Piper then reviewed the material terms of the merger agreement for each of Party C and Parent, including key differences amongst the drafts and movement from each bidder’s prior draft in response to feedback given on June 12, 2024. Following review of the merger agreements and related ancillary documentation, the Board of Directors engaged in further discussion regarding each of the proposals, including their financial components and other key terms (including, with respect to the CVRs, the relative likelihood and expected timing of achieving the proposed milestones based on the proposed revenue thresholds and management’s long-range forecast, projections, and capabilities of each bidder). A representative of DLA Piper then presented to the Board of Directors based upon materials previously provided thereto, including a review of the fiduciary duties of the Board (including the “Revlon” duties), the standards of review of any potential sale transaction, the Board of Directors’ right to rely upon reports, opinions and other information, the considerations the Board of Directors may take into account when choosing between bidders with comparable prices, and other related considerations and practices. After extensive discussion, the Board of Directors unanimously instructed Centerview to tell Party C and Parent to provide best and final proposals by 4:00 PM EST on June 18, 2024. Following the meeting, Centerview telephoned each of Party C and Parent to deliver the instructions from the Board of Directors.

Later in the day on June 15, 2024, Parent circulated a draft of the CVR Agreement to Centerview.

Also on June 15, 2024, representatives of Centerview provided the Board of Directors with a customary relationships disclosure.

Early in the morning on June 17, 2024, DLA Piper circulated revised drafts of the merger agreement to legal counsel to Party C and Hughes Hubbard, legal counsel to Parent. Throughout the day, DLA Piper and Hughes Hubbard held multiple discussions to address outstanding issues in Hughes Hubbard’s mark-up of the merger agreement. In the evening, Hughes Hubbard sent DLA an issues list on the merger agreement as part of these discussions. In the evening, legal counsel for Party C also circulated a draft voting and support agreement, and DLA Piper also coordinated with major stockholders of the Company related to drafts of the voting and support agreements being requested by each of Party C and Parent.

Early in the morning on June 18, 2024, Hughes Hubbard circulated a revised mark-up of the merger agreement to DLA Piper.

In the early afternoon on June 18, 2024, DLA Piper circulated to each of Party C and Parent mark-ups of each party’s draft CVR agreement.

In the early evening on June 18, 2024, the Board of Directors held a special meeting attended by Messrs. Visick, Johnson and Maltz, and representatives of Centerview and DLA Piper. Representatives of Centerview reviewed the Final Parent Indication of Interest and the Final Party C Indication of Interest with the Board of Directors, including a detailed discussion of the relative CVR proposals from each bidder, from a financial point of view. The Board of Directors discussed the analyses, including the likelihood of achieving CVR milestones based on management’s long-range forecast and each bidder’s capabilities. A representative of DLA Piper then reviewed the material terms of the merger agreement for each of Party C and Parent, including the representations and warranties of the Company, the operating and other covenants including as they related to seeking regulatory and stockholder approval, the right of the Company to consider a “Superior Proposal” and the termination fee related thereto, the conditions to the closing of the Merger and the other transactions contemplated by the Merger Agreement and the termination and remedy rights of the parties. A representative of DLA Piper then discussed the financing arrangements proposed by Parent and the related timing implications. During the discussion, the Board of Directors asked questions regarding the terms of each merger agreement, the financing arrangements proposed by Parent and the respective CVR agreements. The Board of Directors discussed the risk of engaging with both parties after soliciting “best and final” offers from each, and noted that Parent had requested an exclusivity period as part of its final bid. The Board of Directors also considered the fact that Parent’s bid had a larger upfront cash payment. After extensive discussion, the Board of Directors unanimously agreed to proceed with only Parent and instructed Centerview not to further engage with Party C. The Board of Directors instructed Centerview to convey to Parent that the Company would be focusing its efforts on Parent subject to Parent agreeing to, among other things (i) consider increasing the upfront consideration, (ii) the combined company bearing the entire expense of the financial advisors’ fees; (iii) bear an uncapped amount of gross-up payments in the event any executive officer of the Company were to be subject to a potential excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 as a result of the Merger, and (iv) shorten the “inside date” in the Merger Agreement. The Board of Directors also approved entry into a 36-hour exclusivity period with Parent.

Following the special meeting and at the direction of the Board of Directors, Centerview telephoned Parent’s financial advisor, Guggenheim Securities (on behalf of Parent) to deliver such update. Between the evening of June 18, 2024 and June 19, 2024, Parent, the Company, and their respective legal and financial advisors continued to negotiate the proposed terms of the Merger Agreement. On June 19, 2024, DLA Piper circulated a revised mark-up of the Merger Agreement to Hughes Hubbard which reflected the Company’s position on the foregoing key points, among others. DLA Piper and Hughes Hubbard then joined a teleconference to discuss the material issues outstanding on the Merger Agreement. Hughes Hubbard and DLA Piper exchanged drafts of the CVR Agreement during the day.

In the early afternoon on June 19, 2024, Parent and the Company entered into an exclusivity agreement that provided exclusivity between the parties related to the Merger and related transactions until 7:00 AM EST on June 20, 2024.

Later in the evening on June 19, 2024, Mr. Eiswirth and Nikhil Lalwani, President and Chief Executive Officer of Parent, discussed the open issues outstanding related to the Merger, the expiration of the exclusivity agreement on the morning of June 20, 2024, and the necessity for an all-hands call to address the remaining open issues. Management of the Company, and representatives of Centerview and DLA Piper then participated on a teleconference to discuss the Merger Agreement, the CVR Agreement and related matters. Following this discussion, Mr. Eiswirth telephoned Mr. Lalwani from Parent to further discuss the Merger Agreement and related matters.

Throughout June 20, 2024, Hughes Hubbard and DLA Piper continued to exchange drafts of, and discuss, the Merger Agreement, the Company Disclosure Schedules (as defined below), the CVR Agreement and the Voting Agreement.

Later in the evening on June 20, 2024, the Board of Directors held a special meeting attended by Messrs. Visick, Johnson and Maltz, and representatives of Centerview and DLA Piper. Mr. Morgan provided a high-level update on discussions and negotiations with Parent since the last meeting of the Board of Directors, including progress on legal points made on two all-hands calls over the prior twenty-four hours. Mr. Morgan and Mr. Eiswirth then discussed timing for completion of transaction documentation and the approval by the Board of Directors, including whether to reengage with Party C. Following the discussion, the Board of Directors determined not to reengage with Party C and to seek to be in a position to execute a Merger Agreement with Parent the following day.

At 7:30 AM EST on June 21, 2024, the Board of Directors held a special meeting attended by Messrs. Visick, Johnson and Maltz, and representatives of Centerview and DLA Piper. Mr. Eiswirth reviewed the status of discussions with Parent and the potential reengagement of Perella Weinberg Partners (as further discussed below). The Board of Directors agreed to reconvene in the afternoon to consider approval of final transaction documentation.

During the morning and early afternoon of June 21, 2024, Hughes Hubbard and DLA Piper finalized the drafts of the Merger Agreement, the Company Disclosure Schedules, the CVR Agreement, the Voting Agreement, the debt commitment letter and other related items.

At 4:00 PM EST on June 21, 2024, the Board of Directors held a special meeting attended by Messrs. Visick, Johnson and Maltz, and representatives of Centerview and DLA Piper. Representatives of Centerview reviewed with the Board of Directors Centerview’s financial analyses of the Merger Consideration, and rendered to the Board of Directors an oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 21, 2024 that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Common Stock (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see below under the caption “Opinion of Centerview Partners LLC”. A representative of DLA Piper then reviewed the terms of the Merger Agreement, including the mechanics of the transaction, financing arrangements, the treatment of equity incentive awards, the representations and warranties of the Company and Parent (and the preparation of schedules related thereto), the operating and other covenants including as they related to seeking regulatory and stockholder approval, the right of the Company to consider a “Superior Proposal” and the termination fee related thereto, the conditions to the Merger and the other transactions contemplated by the Merger Agreement and the termination and remedy rights of the parties. The representative of DLA Piper then reviewed ancillary arrangements, including the Voting Agreement and the CVR agreement. During the discussion, the Board of Directors asked questions regarding the terms of the Merger Agreement, the ancillary agreements and the negotiations related thereto and how terms compared to the terms negotiated with Party C. The representative of DLA Piper also discussed with the Board of Directors that the Merger Agreement and related disclosure schedules contemplated that, in light of the “tail” provisions in Perella Weinberg Partners’ prior engagement letter and the possibility that the Company might seek the advice of Perella Weinberg Partners with respect to any intervening Acquisition Proposal, the Company would reinstate Perella Weinberg Partners’ engagement letter in connection with the Company’s entry into the Merger Agreement and that Perella Weinberg Partners would receive a transaction fee (currently estimated to be approximately $7 million) in connection with the transaction, all of which would be payable upon the closing of the Merger. At the request of the Board of Directors, Messrs. Eiswirth and Maltz left the meeting and, in their absence, the Board of Directors discussed and subsequently approved amendments to the employment agreements of certain executive officers of the Company to provide for a gross-up payment in the event any such executive officer is subject to a potential excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 as a result of the Merger. Messrs. Eiswirth and Maltz rejoined the meeting, and the Board of Directors then further discussed and considered the proposed transaction, including the potential benefits of, and risks related to, the transaction and the Company’s standalone prospects as described in more detail below under “Reasons for the Merger.” Following such

On the evening of June 21, 2024, the Company, Parent and Merger Subsidiary executed the Merger Agreement. Concurrently with the execution of the Merger Agreement, the Company and Parent entered into the Voting Agreement with Caligan.

On June 24, 2024, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement.

The Board of Directors has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (2) declared it advisable for the Company to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (4) directed that the Merger Agreement be submitted to the stockholders of the Company for their approval and adoption; and (5) recommended that the stockholders of the Company approve and adopt the Merger Agreement.

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with the Company’s senior management, as well as representatives of Centerview and outside legal counsel. In the course of (1) making its determination that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are substantively and procedurally fair to, and in the best interests of, the Company and its stockholders and (2) approving and declaring advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the Board of Directors considered numerous factors, including the following non-exhaustive list of material factors and benefits of the Merger, each of which the Board of Directors believed supports its determination and recommendation:

The Board of Directors also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

Although not meant to be exhaustive, the foregoing discussion summarizes material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Upon due consideration of these and other factors, the Board of Directors believed that, overall, the potential benefits of the Merger to the Company’s stockholders outweighed the risks and uncertainties of the Merger and adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that stockholders adopt the Merger Agreement and approve the Merger based upon the totality of the information presented to and considered by the Board of Directors.

On June 21, 2024, Centerview rendered to the Board of Directors its oral opinion, subsequently confirmed in a written opinion dated June 21, 2024, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of Company management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Board of Directors’ consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the direction of the Board of Directors, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of Company management as to the matters covered thereby and Centerview relied, at the direction of the Board of Directors, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the direction of the Board of Directors, that the final executed Merger Agreement and the final executed CVR

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the shares of Common Stock (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement and the CVR Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement, the CVR Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, the form or terms of the CVR with respect to transferability, illiquidity or otherwise, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of the shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement, the CVR Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Board of Directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Centerview conducted an analysis of the Merger Consideration to be paid to the holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement. Such Merger Consideration is equal, on a per share basis, to $5.50 upfront in cash without interest together, and not separately, with one CVR which could result in up to $0.50 cash payments, contingent upon, and subject to, the achievement of the applicable Milestone (as defined in the CVR Agreement), without interest and less any applicable tax withholding, as described more fully in the section captioned “Related Agreements — Contingent Value Rights Agreement.”

The companies reviewed and the EV/Two-Year Forward Revenue Trading Multiple of the selected companies were as follows:

Although none of the selected companies is directly comparable to the Company, the selected companies were chosen by Centerview, among other reasons, because they are publicly traded approved and marketed biopharmaceutical companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of the Company.

However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. Based on this analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of EV/Two-Year Forward Revenue Trading Multiple of 1.2x to 2.0x to apply to the Company’s estimated two-year forward revenue as of June 30, 2024, as set forth in the Forecasts. In selecting this range of EV/Two-Year Forward Revenue Trading Multiple, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, operational, and/or financial characteristics of the Company and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Applying this range of EV/Two-Year Forward Revenue Trading Multiples to the Company’s estimated two-year forward revenue as of June 30, 2024, as set forth in the Forecasts, and subtracting from it the Company’s estimated net debt as of June 30, 2024, as set forth in the Internal Data, and dividing by the number of fully-diluted outstanding shares of Common Stock (calculated based on the shares of Common Stock outstanding as of June 19, 2024 and, using treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and warrants (including pre-funded warrants), each outstanding as of June 19, 2024), as directed by Company management and as set forth in the Internal Data, resulted in an implied per share equity value range for the shares of Common Stock of approximately $1.55 to $3.40, rounded to the nearest $0.05. Centerview then compared this range to the Implied Consideration Value of $5.82 per share to be paid to the holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, related to, among other things, differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis, Centerview selected a reference range of TV/Two-Year Forward Revenue Multiples of 2.25x to 3.25x derived from the selected precedent transactions. Applying this reference range of TV/Two-Year Forward Revenue Multiples to the Company’s estimated two-year forward revenue as of June 30, 2024, as set forth in the Forecasts, and subtracting from it the Company’s estimated net debt as of June 30, 2024, including change of control payments under the Company’s outstanding term loan payable in connection with the Transaction, as set forth in the Internal Data, and dividing by the number of fully-diluted outstanding shares of Common Stock (calculated based on the shares of Common Stock outstanding as of June 19, 2024 and, using treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and warrants (including pre-funded warrants), each outstanding as of June 19, 2024), as directed by Company management and as set forth in the Internal Data, resulted in an implied per share equity value range for the shares of Common Stock of approximately $3.95 to $6.25, rounded to the nearest $0.05. Centerview then compared this range to the Implied Consideration Value of $5.82 per share to be paid to the holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

In performing this analysis, the Company calculated a range of equity values for the shares of Common Stock by (a) discounting to present value as of June 30, 2024 using discount rates ranging from 11.5% to 14.0% (based on Centerview’s analysis of the Company’s weighted average cost of capital) and using a mid-year convention: (i) the forecasted after tax unlevered free cash flows of the Company over the period beginning on July 1, 2024 and ending on December 31, 2035, as set forth in the Forecasts and (ii) an implied terminal value of the Company, calculated by Centerview by assuming that (as directed by Company management) the Company’s unlevered free cash flows would decline in perpetuity after December 31, 2035 at a rate of free cash flow decline of 30% year over year, and (b) subtracting from the foregoing results the Company’s estimated net debt, including change of control payments under the Company’s outstanding term loan payable in connection with the Transaction, each as of June 30, 2024 and as set forth in the Internal Data. Centerview divided the result of the foregoing calculations by the Company’s fully diluted outstanding shares of the Common Stock (calculated based on the shares of Common Stock outstanding as of June 19, 2024 and, using treasury stock method, taking into account the dilutive impact of stock options, restricted stock units, performance stock units and warrants (including pre-funded warrants), each outstanding as of June 19, 2024), as directed by Company management and as set forth in the Internal Data, resulting in an implied per share equity value range for the Common Stock of approximately $4.15 to $4.95, rounded to the nearest $0.05. Centerview then compared this range to the Implied Consideration Value of $5.82 per share in cash, without interest, to be paid to the holders of shares of Common Stock (other than Excluded Shares) pursuant to the Merger Agreement.

Centerview noted for the Board of Directors certain additional factors solely for reference and informational purposes only, including, among other things, the following:

The preparation of a financial opinion is a complex analytical 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 and, therefore, a financial opinion is not readily susceptible to summary

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board of Directors in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Board of Directors or Company management with respect to the Merger Consideration or as to whether the Board of Directors would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board of Directors. Centerview provided advice to the Company during these negotiations. Centerview did not, however recommend any specific amount of consideration to the Company or the Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its current engagement, Centerview had not been engaged to provide financial advisory or other services to the Company, and Centerview did not receive any compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview has not been engaged to provide financial advisory or other services to Parent or Merger Sub, and Centerview did not receive any compensation from Parent or Merger Sub during such period. Centerview may provide financial advisory and other services to or with respect to the Company or Parent or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview and Centerview’s affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Parent, or any of their respective affiliates, or any other party that may be involved in the Transaction.

The Board of Directors selected Centerview as its financial advisor in connection with the Transaction based on Centerview’s reputation and experience in the biopharmaceutical industry and expertise and qualifications in transactions of this nature. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Board of Directors, the Company has agreed to pay Centerview an aggregate fee of approximately $11 million, $1 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

The Management Projections set forth below reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. However, the Company’s management has an established and robust internal process for testing the reasonableness of its forecast assumptions as part of the ongoing development and

Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by the Company’s management that management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to the Company’s management at the time. However, this information should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include general economic conditions, regulatory conditions, financial market conditions, the Company’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws or accounting treatment. The Management Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year.

The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Board of Directors, the Company, or any of their respective affiliates or representatives

None of the Company, Centerview, Parent or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any Company stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the Management Projections or that the Management Projections will be achieved. The Company has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Management Projections.

The Management Projections and the accompanying tables contain EBIT (earnings before interest and taxes) and unlevered free cash flow, each of which may be considered a non-GAAP financial measure within the meaning of applicable rules and regulations of the SEC. For purposes of the Management Projections, the Company defines unlevered free cash flow as net operating profit after taxes minus changes in net working capital, plus depreciation and amortization, minus capital expenditures. The Company believes these measures are helpful in understanding its past financial performance and future results. The Company believes that EBIT and unlevered free cash flow, when taken together with their corresponding GAAP financial measures of operating income and net change in cash and cash equivalents, respectively, provide meaningful supplemental information regarding the Company’s performance by excluding certain items that may not be indicative of the Company’s results of operations or outlook. These financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measure and should be read in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

The following table summarizes the Management Projections. The Management Projections are forward-looking statements. For information on factors that may cause the Company’s future results to materially vary, see the information under the section captioned “Cautionary Statement Regarding Forward-Looking Statements.”

We anticipate that the total amount of funds necessary to pay the Closing Cash Consideration under the Merger Agreement and to repay certain debt of the Company (net of estimated Company cash) will be approximately $381 million, including approximately $320 million in the form of Closing Cash Consideration. We expect that this amount, together with related transaction fees and expenses, will be provided through a combination of cash on hand of Parent and the Debt Financing described below, but we cannot assure you

The commitments by the Lenders to provide the Debt Financing contemplated by the Debt Commitment Letter will expire upon the earliest of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the consummation of the Merger with or without the funding of the New Facility, and (iii) 11:59 p.m., New York City time, on the date that is five business days after the six-month anniversary of the Debt Commitment Letter.

Parent and Merger Sub represented in the Merger Agreement that if the Debt Financing is funded in accordance with the Debt Commitment Letter (including any “market flex” provisions), such amounts, together with cash and cash equivalents of Parent, will be sufficient to consummate the Merger including the payment of the Closing Cash Consideration pursuant to the Merger Agreement. The Merger Agreement does not contain a financing condition. However, the failure of Parent to obtain any portion of the Debt Financing (or any alternative financing) may result in the failure of the Merger to be consummated.

The Merger Agreement provides that the closing of the Merger will take place no later than the third business day after the satisfaction or waiver of the conditions to closing of the Merger (described below under the caption “The Merger Agreement — Conditions to Completion of the Merger”) (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at the closing of the Merger) or such other time agreed to in writing by Parent and us.

Promptly following the Effective Time, the Exchange Agent will send to each holder of record of shares of Common Stock (other than the Company, Parent, Merger Sub or any subsidiary of the Company or Parent), a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the Merger Consideration.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Exchange Agent without a letter of transmittal.

If you are a holder of record of shares of Common Stock, you will not be entitled to receive the Merger Consideration until (1) any certificate representing such shares of Common Stock is surrendered to the Exchange Agent, together with a properly completed letter of transmittal or (2) an “agent’s message” is received by the Exchange Agent in respect of any such shares that are uncertificated and held in book-entry form.

The letter of transmittal will include instructions if you have lost a share certificate or if such certificate has been stolen or destroyed. If any stock certificate shall have been lost, stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you will have to make an affidavit of that fact claiming such stock certificate to be lost, stolen or destroyed and, if required by Parent, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such stock certificate.

In considering the recommendation of the Board of Directors with respect to the Merger, you should be aware that executive officers and directors of the Company may have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be adopted by the stockholders of the Company.

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger certain of our executive officers may have discussions, or may enter into agreements with, Parent or Merger Sub or their respective affiliates regarding employment with the Surviving Corporation or one or more of its affiliates.

The Surviving Corporation and its subsidiaries will honor and fulfill in all respects the obligations of the Company and its subsidiaries under any indemnification agreements existing as of the Agreement Date between the Company or any of its subsidiaries and any of their respective current or former directors and officers for a period of six years following the Effective Time.

The Surviving Corporation will indemnify, defend and hold harmless current or former directors and officers of the Company and its subsidiaries with respect to all acts or omissions by them in their capacities as such or any transactions contemplated by the Merger Agreement for a period of six years following the Effective Time. During such six-year time period, Parent also will cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and advancement of expenses for acts, errors, omissions and service prior to the Effective Time that are at least as favorable to the current or former directors and officers of the Company and its subsidiaries as those set forth in the Company’s and its subsidiaries’ organizational documents as of the Agreement Date and will not amend, repeal or otherwise modify these provisions in the organizational documents in any manner except as required by law.

At the Effective Time:

Each Company RSU that is then outstanding shall automatically be canceled and converted into the right to receive (i) from the Surviving Corporation an amount of cash (without interest and subject to deduction for any required withholding as contemplated by the Merger Agreement) equal to the product of (A) the number of shares of Common Stock then underlying such Company RSU multiplied by (B) the Closing Cash Consideration, without any interest thereon and (ii) CVRs in an amount equal to the total number of shares of Common Stock then underlying such Company RSUs.

Each Company Warrant that is outstanding as of immediately prior to the Effective Time shall, upon the Effective Time, convert into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as such holder would have been entitled to receive following the Effective Time if such holder had been, immediately prior to the Effective Time, the holder of the number of shares of Common Stock then issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained therein.

Dr. Ashman’s Change in Control Severance Agreement broadly provides that in the event of a Qualifying Termination, we shall pay Dr. Ashman a sum representing twelve months’ basic salary, accrued bonus and taxable value of any accrued benefit entitlements, subject to deduction of income tax and national insurance contributions, within one month following the effective date of termination.

The amount of payments and benefits that each NEO would receive (on a pre-tax basis), as set forth in the table below, is based on the following assumptions:

the closing date of the Merger is July 16, 2024, which is the latest practicable date prior to this filing and used solely for purposes of this golden parachute compensation disclosure;

each NEO experiences a Qualifying Termination on July 16, 2024 that results in change in control severance benefits becoming payable to him under such NEO’s employment agreement with the Company without taking into account any possible reasonable compensation reduction that may be available to reduce the excise tax in connection with Section 280G under Section 4999 of the Code;

the NEOs’ base salary rate, target annual bonus, and outstanding equity awards remain unchanged from those in effect as of the date of this proxy statement/prospectus; and

the value of any cash benefits payable to Dr. Ashman was converted from British pounds sterling to U.S. dollars using the applicable exchange rate on July 16, 2024 of $1.296 to £1.00.

Our named executive officers will not receive any enhanced pension or non-qualified deferred compensation in connection with the Merger and therefore such column is omitted from the tables below.

The amounts set forth in the tables related to equity awards are estimates based on the Closing Cash Consideration ($5.50 per share) and the maximum potential payment in respect of CVRs ($0.50 per CVR). Some of the amounts set forth in the tables would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the tables below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger will differ, and may differ substantially, from the amounts set forth below.

For purposes of this golden parachute disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the consummation of the Merger and “double trigger” refers to payments and benefits that require two conditions, which are the consummation of the Merger and a Qualifying Termination.

The summary applies only to beneficial owners who hold shares of Common Stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment purposes), and is

This summary does not address any aspect of state, local or foreign tax laws, any estate or gift tax considerations, the application of the alternative minimum tax, the additional 3.8% tax on certain net investment income that may be imposed under the Code, or any other form of federal non-income taxation that may be applicable to a stockholder. Furthermore, it generally does not address the tax consequences of transactions effectuated before, after, or at the same time as the Merger, whether or not they are in connection with the Merger.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the tax treatment of a partner of such partnership generally will depend on the status of such partner and the activities of such partnership. A partnership holding Common Stock, and the partners in such partnership, should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger and of owning the CVRs.

For purposes of this summary, a “U.S. holder” is any beneficial owner of shares of Common Stock that is, for U.S. federal income tax purposes:

The exchange of shares of Common Stock for cash and CVRs in the Merger will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. holder recognizes, and the timing and character of a portion of such gain or loss, depends on the U.S. federal income tax treatment of the CVRs, with respect to which there is a significant amount of uncertainty. The installment method of reporting any gain attributable to the receipt of a CVR generally will not be available with respect to the disposition of Common Stock pursuant to the Merger because the Common Stock is traded on an established securities market.

There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of the CVRs or payments received thereunder in connection with the Merger. The receipt of the CVRs as part of the Merger consideration might be treated as a “closed transaction” or as an “open transaction” for U.S. federal income tax purposes.

Pursuant to U.S. Treasury regulations addressing contingent payment obligations analogous to the CVRs, if the fair market value of the CVRs is “reasonably ascertainable,” a U.S. holder should treat the transaction as a “closed transaction” and treat the fair market value of the CVRs as part of the consideration received in the Merger for purposes of determining gain or loss. On the other hand, if the fair market value of the CVRs cannot be reasonably ascertained, a U.S. holder may treat the transaction as an “open transaction” for purposes of determining gain or loss. These U.S. Treasury regulations state that only in “rare and extraordinary” cases would the value of contingent payment obligations not be reasonably ascertainable. There is no authority directly addressing whether contingent payment rights with characteristics similar to the rights under a CVR should be treated as “open transactions” or “closed transactions,” and such question is inherently factual in nature. The CVRs also may be treated as contract rights, debt instruments, or deferred payment contract rights for U.S. federal income tax purposes, which would affect the amount, timing, and character of any gain, income, or loss with respect to the CVRs. U.S. holders are urged to consult with their own tax advisors with respect to the proper characterization of the receipt of, and payments made with respect to, a CVR.

As a result, we cannot express a definitive conclusion as to the U.S. federal income tax treatment of receipt of the CVRs or receipt of any payment pursuant to the CVRs. Based on the specific characteristics of the CVRs, we intend to treat the receipt of the CVRs as a closed transaction and payments received pursuant to the CVRs (except to the extent of any imputed interest, as described below) as amounts realized on the disposition (or partial disposition) of the CVRs. We cannot give any assurance that the IRS would not assert, or that a court would not sustain, a position contrary to this treatment. In such event, the tax consequences of the receipt of CVRs and/or payments with respect to the CVRs could differ materially from those summarized below (including, potentially, a portion or all of payments made with respect to the CVRs giving rise to ordinary income, rather than capital gain). No opinion of counsel or ruling has been or will be sought from the IRS regarding the tax treatment of the CVRs.

Based on specific characteristics of the CVRs, we intend to treat any payment received by a U.S. holder in respect of such CVRs (except to the extent any portion of such payment is required to be treated as imputed interest, as described below) as amounts realized on the disposition (or partial disposition) of the CVRs by the U.S. holder. Assuming that this method of reporting is respected by the IRS, a U.S. holder is expected to recognize gain or loss equal to the difference between such payment (less any portion of such payment required to be treated as imputed interest, as described below) and the U.S. holder’s adjusted tax basis in the CVR (or portion thereof). The gain or loss would be long-term capital gain or loss if the U.S. holder has held the CVR for more than one year at the time of such payment. Although not entirely free from doubt, it is anticipated that a U.S. holder would recognize loss to the extent of any remaining basis in the CVRs after the expiration of any right to payments under such U.S. holder’s CVRs. The deductibility of capital losses is subject to limitations. Each U.S. holder should consult its tax advisor regarding the treatment in its particular circumstances of the expiration of a CVR.

A “non-U.S. holder” is a beneficial owner of Common Stock that is not a U.S. holder or a partnership or disregarded entity (or any other entity or arrangement that is treated as a partnership or disregarded entity for U.S. federal income tax purposes). In such case, a non-U.S. holder whose shares of Common Stock are exchanged for cash and CVRs in the Merger generally is not expected to be subject to U.S. federal income tax on any gain realized on such sale or exchange unless any of the following is true:

A non-U.S. holder described in the first bullet point immediately above will generally be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder (as described above under “— U.S. Holders”), subject to an applicable income tax treaty providing otherwise. If such non-U.S. holder is a corporation, it may also be subject to a branch profits tax equal to 30% (or a lower treaty rate) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. A non-U.S. holder described in the second bullet point immediately above will generally be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty between the United States and such non-U.S. holder’s country of residence) on any gain realized, which may be offset by U.S.-source capital losses, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

We believe that we have not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the Merger.

Generally, if payments are made to a non-U.S. holder with respect to a CVR, such non-U.S. holder may be subject to withholding at a rate of 30% (or a lower applicable treaty rate) on the portion of any such payments treated as imputed interest (as discussed above under “— U.S. Holders — Imputed Interest”), or possibly the entire CVR payment depending on the U.S. federal income tax treatment of the CVRs, unless such non-U.S. holder establishes its entitlement to exemption from or a reduced rate of withholding under an applicable tax treaty by providing the appropriate documentation (generally, IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8) to the applicable withholding agents.

Amounts treated as imputed interest that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, are attributable to a permanent establishment in the United States, are generally taxed in the manner applicable to U.S. holders, as described above. In such cases, the non-U.S. holder will not be subject to withholding so long as such non-U.S. holder complies with applicable certification and disclosure requirements. In addition, interest received by a non-U.S. corporation that is effectively connected with the conduct of a trade or business in the United States may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty.

Information reporting generally will apply to payments to a holder pursuant to the Merger (including payments with respect to a CVR), unless such holder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for such exemption. Backup withholding of tax may apply to cash payments (including payments with respect to a CVR) to which a non-corporate U.S. holder is entitled under the Merger Agreement, unless such U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. Each of our U.S. holders that is a stockholder of record should complete and sign, under penalty of perjury, an IRS Form W-9 and return it to the Exchange Agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the Exchange Agent. A non-U.S. holder that that is a stockholder of record that provides the Exchange Agent with the applicable IRS Form W-8 (together with appropriate attachments) providing certification of non-U.S. status (such as an IRS Form W-8BEN, W-8BEN-E, or another appropriate version of Form W-8) will generally establish an exemption from backup withholding.

The following summary describes the material provisions of the Merger Agreement. The rights and obligations of the parties under the Merger Agreement are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The closing of the Merger will take place no later than the third business day after the satisfaction or waiver of the conditions to closing of the Merger (described below under the caption “The Merger Agreement — Conditions to Completion of the Merger”) (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at the closing of the Merger) or such other time agreed to in writing by Parent and us; provided, that the closing shall not occur prior to September 9, 2024 without the prior written consent of Parent. At the closing of the Merger, the Company will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger or at such later time as is agreed by the parties to the Merger Agreement and specified in the certificate of merger.

Promptly after the Effective Time (but in no event later than five (5) Business Days after the Effective Time), Parent shall cause the Exchange Agent to send to each holder of shares of our Common Stock at the Effective Time (other than the Company, Parent, Merger Sub or any subsidiary of the Company or Parent) a letter of transmittal, in form and substance reasonably acceptable to the Company, and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon transfer of the shares of our Common Stock to the Exchange Agent).

Each holder of shares of our Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), the Merger Consideration in respect of such holder’s shares of our Common Stock; provided that no portion of the Merger Consideration relating to the CVRs will be paid unless and until it is required to be paid pursuant to the CVR Agreement. Each of the Company, Exchange Agent, Rights Agent (as defined below), Surviving Corporation, Parent and their respective affiliates shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the Merger Agreement or the CVR Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable law.

Any portion of the Closing Cash Consideration made available to the Exchange Agent that remains unclaimed by the holders of shares of our Common Stock nine (9) months after the Effective Time and any portion of any amounts payable in respect of the CVRs and made available to the Rights Agent that remains unclaimed by the holders of shares of our Common Stock nine (9) months after deposit with the Rights Agent, in each case shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of our Common Stock for the Merger Consideration prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, in respect of such shares without any interest thereon.

Shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) and held by a holder who has not voted in favor of adoption of the Merger Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration.

At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall be canceled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto except such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to the DGCL, such shares of Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon.

The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Common Stock, any waiver or withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and control all negotiations and proceedings with respect to such demands under the DGCL, in all cases consistent with the obligations of the Company thereunder to the extent not inconsistent with applicable law, including the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. From and after the Effective Time, a holder of

The Merger Agreement contains representations and warranties of the Company, Parent and Merger Sub.

In the Merger Agreement, the Company has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and the Company Disclosure Schedules. These representations and warranties relate to, among other things:

employee benefit plans;

the Board of Directors’ receipt of the opinion of Centerview Partners LLC;

tax matters;

the Company’s compliance with laws and possession of governmental permits;

regulatory matters;

patents, trademarks and other intellectual property matters;

labor and employment matters;

insurance matters;

material contracts;

real property owned, leased or subleased by the Company and its subsidiaries;

environmental matters;

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

The Merger Agreement provides that, except (1) as expressly contemplated or required by the Merger Agreement; (2) as required by applicable law; (3) as disclosed in the Company Disclosure Schedules; or (4) as approved by the Parent in writing, during the period of time between the Agreement Date and the Effective Time, the Company will and will cause each of its subsidiaries to:

use commercially reasonable efforts to ensure that it conducts its and their respective businesses in the ordinary course consistent with past practice; and

use commercially reasonable efforts to preserve intact its and their respective current business organizations, keep available the services of its and their respective key employees and maintain its and their respective relations and goodwill with the persons having material business relationships with the Company or its subsidiaries.

In addition, the Company has also agreed that, except as (1) expressly contemplated or required by the Merger Agreement; (2) as required by applicable law; (3) disclosed in the Company Disclosure Schedules; or

sell, issue, grant, or authorize the sale, issuance or grant of any equity interests, except that (x) the Company may issue shares of our Common Stock pursuant to the exercise, vesting or settlement of Company equity awards under the stock plans or a Company inducement grant outstanding on the Agreement Date and disclosed on the Company Disclosure Schedules; and (y) the Company may grant, in the aggregate, Company equity awards with a value no more than $250,000 (based on the price per share of our Common Stock contemplated to be paid pursuant to this Agreement) (1) to any newly hired employees of the Company and its subsidiaries in accordance with the Company’s grant guidelines as of the Agreement Date or (2) to Company employees in the ordinary course of business (consistent with the Company’s grant guidelines as of the Agreement Date) in connection with the Company’s review and promotion processes or otherwise to recognize performance;

except as otherwise contemplated by the Merger Agreement, amend or otherwise modify any of the terms of any outstanding Company equity awards;

amend or permit the adoption of any amendment to the Company charter and bylaws or the equivalent documents of any subsidiary of the Company;

acquire any equity interest, business, or assets (other than, solely with respect to assets, (x) in the ordinary course of business consistent with past practice or (y) purchases pursuant to commitments under contracts of the Company or any of its subsidiaries as in effect on the Agreement Date) of any other Person, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction, subject to certain exceptions;

other than in the ordinary course of business consistent with past practice, enter into, amend, modify, or terminate (other than expiration in accordance with its terms), or waive any material right, remedy or default under, any Company material contract, real property lease or any other contract that, if in effect as of the date hereof would constitute a Company material contract or grant any material refunds, credits, rebates, allowances to any customers;

From the Agreement Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed that neither the Company nor any of its subsidiaries nor any of the directors and officers of the Company or any of its subsidiaries will, and the Company will direct the other representatives of the Company and its subsidiaries not to:

Any breach of the foregoing by the directors, officers and attorneys of the Company or any of its subsidiaries, or Centerview or any other representative of the Company (at the Company’s direction) shall be deemed a breach by the Company for all purposes under the Merger Agreement.

the Company shall have complied in all material respects with the restrictions on soliciting Acquisition Proposals described above;

Nothing in the Merger Agreement will prevent the Company from complying with its disclosure obligations under U.S. federal securities laws with regard to an Acquisition Proposal, provided that the Company must nevertheless not make or not resolve to make a Change of Recommendation, except as expressly permitted by the Merger Agreement.

The Company was required under the terms of the Merger Agreement to immediately cease, and to direct its representatives to (i) cease and cause to be terminated any activities, discussions or negotiations with any parties conducted with respect to any Acquisition Proposal or proposal that would reasonably be expected to lead to an Acquisition Proposal, (ii) cease providing any information to any such person or its representatives, and (iii) terminate all access granted to any such person and its representatives to any

The Company must prepare and file with the SEC, as promptly as reasonably practicable after the Agreement Date (and no later than twenty-five (25) business days after the Agreement Date), this proxy statement in preliminary form relating to the Stockholders Meeting and, subject to the Company’s ability to make a Change of Recommendation as described above, will include the Board of Directors’ recommendation in the proxy statement. Each of Parent and the Company shall reasonably assist and cooperate with the other in connection with the preparation, filing and distribution of the proxy statement and the resolution of any comments in respect thereof received from the SEC.

The Company and Parent shall cooperate with each other and use (and shall cause their respective subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the Merger Agreement and applicable laws, including antitrust laws, to consummate and make effective the Merger no later than the Termination Date (as defined below), including (i) preparing and filing as promptly as practicable (and in any event shall make appropriate filings pursuant to the HSR Act within ten (10) Business Days of the Agreement Date) all documentation to effect all necessary notices, reports and other filings to, and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from, any third party and/or any governmental authority in order to consummate the Merger and the other transactions contemplated by the Merger Agreement and (ii) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement and to fully carry out the purposes of this Agreement.

The Company and Parent, and their respective subsidiaries and representatives, shall, unless prohibited by applicable law or the applicable governmental authority, (i) keep one another promptly apprised of any substantive communications with a governmental authority concerning the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) respond as promptly as practicable to all requests for additional information from a governmental authority under any antitrust law concerning the Merger or any of the other transactions contemplated by the Merger Agreement; (iii) provide each other in advance, with a reasonable opportunity for review and comment, drafts of contemplated substantive communications with any governmental authority concerning the Merger or any of the other transactions contemplated by the Merger Agreement; and (iv) provide each other advance notice of all meetings, conferences, or substantive discussions with a governmental authority concerning the Merger or any of the other transactions contemplated by the Merger Agreement, and, unless prohibited by the governmental authority, permit one another to attend and participate therein either directly or through counsel.

However, neither the Company nor any of its subsidiaries will be required to agree (nor shall the Company or any of its subsidiaries so agree without the consent of Parent) to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any Company material contract.

Parent shall not, and shall cause its subsidiaries not to, enter into, agree to enter into, or consummate any contracts for an acquisition (by stock purchase, merger, consolidation, or any purchase of assets) of any ownership interest, equity interests, assets or rights in or of any person, in each case, that would reasonably be expected to, individually or in the aggregate, (i) prevent, materially delay or materially impede the obtaining of, or adversely affect in any material respect the ability of Parent, the Company or any of their respective affiliates to procure, any material authorizations, consents, orders, declarations or approvals of any Governmental Authority or the expiration or termination of any applicable material waiting period necessary to consummate the Merger of the other transactions contemplated thereby, or (ii) materially increase the risk of any Governmental Authority entering an order, ruling, judgment or injunction prohibiting the consummation of the Merger and the transactions contemplated thereby, or (iii) cause Parent, the Company or any of their respective affiliates to be required to obtain any additional, material clearances, consents, approvals and waivers under any laws with respect to the Merger and the other transactions contemplated thereby.

As of the Effective Time, the Surviving Corporation and the subsidiaries of the Company shall recognize all service of each Covered Employee prior to the Effective Time to the Company (or any predecessor entities of the Company or any of its subsidiaries) for vesting and eligibility purposes (but not for benefit accrual purposes) to the same extent as such Covered Employee was entitled, before the Effective Time, to credit for such service under any similar Company Plan in which such Covered Employee participated immediately prior to the Effective Time.

Nothing in the Merger Agreement, express or implied, shall (i) be construed to limit the right of Parent, the Company, or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation) to amend or terminate any Company benefit plan or other employee benefit or compensation plan, program, agreement or arrangement to the extent such amendment or termination is permitted by the terms of the applicable plan, (ii) be construed as an amendment to any Company benefit plan or other employee benefit or compensation plan, program, agreement or arrangement, or (iii) be construed to require Parent, the Company, or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation) to retain the employment of any particular Person for any fixed period of time following the Effective Time or provide any particular term or condition of employment.

Parent shall use its reasonable efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary or advisable to obtain debt financing contemplated by the debt commitment letter on the terms and subject to the conditions described in the debt commitment letter, including to (i) maintain in effect the debt commitment letter (including any definitive agreements entered into in connection therewith) until the earliest of the consummation of the Merger and the other transactions contemplated by the Merger Agreement, the termination of the Merger Agreement or the time at which alternative financing is obtained, (ii) satisfy on a timely basis (taking into account the inside date of September 9, 2024) all conditions in the debt financing agreements and in the debt commitment letter applicable to Parent and Merger Sub (and that are within their control) to obtaining the debt financing contemplated thereby, (iii) negotiate and enter into definitive agreements with respect to the debt financing contemplated by the debt commitment letter on terms and conditions contained in the debt commitment letter (as modified, to the extent exercised, by the “market flex” provisions applicable thereto) or otherwise consistent in all material respects with the debt commitment letter and on other terms that would not (A) add any condition precedent to funding of the debt financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the debt financing, or (B) reduce the amount of the debt financing below an amount necessary (together with cash and cash equivalents held by Parent) to fund all of the amounts required to be provided by Parent or Merger Sub for the consummation of the Merger and the other transactions contemplated thereby at the Effective Time (including the payment of the Closing Cash Consideration, but excluding any amounts payable pursuant to the CVR Agreement), and (iv) consummate the debt financing at or prior to the closing, taking into account the inside date of September 9, 2024.

On and prior to the Closing Date, the Company shall use reasonable efforts, and shall cause its subsidiaries and their respective officers, employees, advisors and other representatives to use their reasonable efforts, to provide such cooperation in connection with the arrangement of, and satisfaction of the conditions to, the debt financing as is reasonably requested by Parent, including: