GTY Technology (GTYH) PREM14APreliminary proxy related to merger

PRELIMINARY PROXY STATEMENT DATED MAY 19, 2022—SUBJECT TO COMPLETION

[—], 2022

Dear Shareholder:

We cordially invite you to attend a special meeting of the shareholders of GTY Technology Holdings Inc., a Massachusetts corporation, which we refer to as “we,” “us,” “our,” “GTY” or the “Company,” to be held on [—], 2022 at [—], local time, at [—].

On April 28, 2022, the Company entered into an agreement and plan of merger, which we refer to as the “merger agreement,” with GI Georgia Midco, Inc., a Delaware corporation, which we refer to as “Parent,” and GI Georgia Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Parent, which we refer to as “Merger Sub,” providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, which we refer to as the “merger.” Parent and Merger Sub are beneficially owned by investment funds advised by GI Manager, L.P., which is an investment firm based in Scottsdale, AZ focused on investing in private equity, real estate, and data infrastructure strategies.

If the merger is consummated, each share of Company common stock, par value $0.0001 per share, which we refer to as “Company common stock,” issued and outstanding immediately prior to the effective time of the merger will, other than excluded shares and dissenting shares (each as defined in the accompanying proxy statement), be converted into the right to receive $6.30 in cash, without interest and subject to deduction for any required tax withholding.

At the special meeting, you will be asked to consider and vote on the following matters:

The board of directors of the Company, which we refer to as the “Board,” has unanimously adopted and approved the merger agreement and recommended that the Company’s shareholders vote in favor of the proposal to approve the merger agreement. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Board unanimously recommends that you vote (i) “FOR” approval of the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal; and (iii) “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless the holders of at least two-thirds of the outstanding shares of Company common stock entitled to vote at the special meeting vote in favor of the proposal to approve the merger agreement.

The accompanying proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the merger agreement. You also may obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission, which we refer to as the “SEC,” by following the instructions listed in the section of the accompanying proxy statement entitled “Where You Can Find More Information.”

If you have any questions or need assistance submitting a proxy to have your shares of Company common stock voted at the special meeting, please contact Morrow Sodali LLC, the Company’s proxy solicitor, by telephone at (800) 662-5200 (toll free) or (203) 658-9400 or by email at GTYH@info.morrowsodali.com.

Thank you in advance for your cooperation and continued support.

Sincerely,

The accompanying proxy statement is dated [—], 2022 and is first being mailed to our shareholders on or about [—], 2022.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER AGREEMENT OR THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

GTY TECHNOLOGY HOLDINGS INC.
800 Boylston Street, 16th Floor
Boston, MA 02199

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT AT THE MEETING WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee in order to vote. As a beneficial owner of shares of Company common stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee on how to vote the shares in your account.

[—], 2022

Boston, MA

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 103.

Because the affirmative vote required to approve the merger agreement is based upon the total number of outstanding shares of Company common stock, if you fail to submit a proxy or to vote in person at the special meeting, or if you vote “ABSTAIN,” or if you do not provide your bank, brokerage firm or other nominee with voting instructions, it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

Approval of the proposal regarding adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, requires the affirmative vote of a majority of the votes properly cast upon the proposal, whether or not a quorum is present.

If you vote “ABSTAIN” on the nonbinding merger-related compensation proposal or the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, this will have no effect on these proposals. If you fail to submit a proxy or to vote in person at the special meeting, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, your shares of Company common stock will not be voted on these proposals, and thus will have no effect on these proposals.

If you hold your shares of Company common stock in “street name,” please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner of shares of Company common stock held in “street name” and wish to vote in person at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee at the special meeting.

A control number, located on your proxy card, is designed to verify your identity and allow you to submit a proxy for your shares of Company common stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Company common stock 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 Company common stock, the shareholder of record. As the beneficial owner of shares of Company common stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee how to vote your shares of Company common stock by following the instructions of such bank, brokerage firm or other nominee for voting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares represented by your properly signed proxy will be voted (i) “FOR” the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal; and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

With respect to the proposal regarding merger-related compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on these proposals.

See “Appraisal Rights” beginning on page 98. In addition, the text of Part 13 of the MBCA is reproduced in its entirety as Annex C to this proxy statement.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Statements in this proxy statement regarding the proposed transaction among Parent, Merger Sub and the Company, the expected timetable for completing the transaction, future financial and operating results, future opportunities for the combined company and any other statements about Parent, Merger Sub and the Company managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. The Company’s actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which the Company may not be able to predict and may not be within the Company’s control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger, including the approval of the merger agreement by the Company’s shareholders, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others, (v) risks that the proposed merger may disrupt the Company’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (viii) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the proposed merger. There are a number of important, additional factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including the factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and its most recent quarterly report filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing.

THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on [—], 2022, starting at [—], local time, at [—], or at any adjournment or postponement thereof. At the special meeting, holders of Company common stock will be asked to approve the proposal to approve the merger agreement, to approve the nonbinding merger-related compensation proposal and to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Our shareholders must approve the merger agreement in order for the merger to be consummated. If our shareholders fail to approve the merger agreement, the merger will not be consummated. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

Record Date and Quorum

We have fixed the close of business on [—], 2022 as the record date for the special meeting, and only holders of record of Company common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on the record date. On the record date, there were [—] shares of Company common stock outstanding and entitled to vote. Each share of Company common stock entitles its holder to one vote on all matters properly coming before the special meeting.

A majority of the shares of Company common stock that are issued, outstanding and entitled to vote at the close of business on the record date and present in person or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting. Shares of Company common stock represented at the special meeting but not voted, including shares of Company common stock for which a shareholder directs voting “ABSTAIN,” as well as broker non-votes (described below), will be counted for purposes of establishing a quorum. Because none of the proposals to be voted on at the special meeting is a routine matter for which brokers may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting. A quorum is necessary to transact business at the special meeting, including the approval of the merger agreement and approval of the nonbinding merger-related compensation proposal. The special meeting may be adjourned whether or not a quorum is present. Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any recess or adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or recessed.

Attendance

Only shareholders of record or their duly authorized proxies or beneficial owners with proof of ownership have the right to attend the special meeting. If your shares of Company common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting a copy of your brokerage statement evidencing your beneficial ownership of Company common stock. If you are the representative of a corporate or institutional shareholder, you must present proof that you are the representative of such shareholder.

Vote Required

Approval of the proposal to approve the merger agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company common stock entitled to vote thereon as of the record date. For the proposal to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Voting “ABSTAIN” will not be counted as a vote cast in favor of the proposal to approve the merger agreement but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or if you vote “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

If your shares of Company common stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares of Company common stock, the “shareholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Company common stock 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 Company common stock, the shareholder of record. As the beneficial owner of shares of Company common stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following the instructions of such bank, brokerage firm or other nominee for voting. If you hold your shares of Company common stock in “street name,” please contact your bank, brokerage firm or other nominee for the instructions of such bank, brokerage firm or other nominee on how to vote your shares. Please note that if you are a beneficial owner of shares of Company common stock held in “street name” and wish to vote in person at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee at the special meeting.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers have the authority to vote on “discretionary” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-discretionary matters, such as the proposal to approve the merger agreement, the nonbinding merger-related compensation proposal and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, and, as a result, absent specific instructions from the beneficial owner of such shares of Company common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of Company common stock on non-discretionary matters, which we refer to generally as “broker non-votes.” These broker non-votes will be counted for purposes of determining a quorum, but will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement. Because none of the proposals to be voted on at the special meeting is a routine matter for which brokers may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting.

Approval of the nonbinding merger-related compensation proposal and approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, require the affirmative vote of a majority of the votes properly cast upon the respective proposals. For the nonbinding merger-related compensation proposal and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate if there are insufficient votes at the time of the special meeting to approve the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of each of these proposals, if you fail to submit a proxy or to vote in person at the special meeting, or if you have given a proxy and vote “ABSTAIN,” the shares of Company common stock will not be counted in respect of, and will not have any effect on, the proposal.

If you are a shareholder of record, you may vote your shares of Company common stock, or have such shares voted, on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner of Company common stock held in “street name,” you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Company common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner of Company common stock held in “street name” and wish to vote in person at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to submit a proxy for your shares of Company common stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be received by our Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. Following the consummation of the merger, a separate letter of transmittal will be mailed to you that will enable you to surrender your stock certificates and receive the per share merger consideration.

If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named as your proxies on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone proxy processes or the enclosed proxy card, you may specify whether your shares of Company 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 properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares of Company common stock represented by your properly signed proxy will be voted (i) “FOR” the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal; and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

If you have any questions or need assistance voting your shares, please contact Morrow Sodali, our proxy solicitor, by telephone at (800) 662-5200 (toll free) or (203) 658-9400 or by email at GTYH@info.morrowsodali.com.

IT IS IMPORTANT THAT YOU SUBMIT A PROXY FOR YOUR SHARES OF COMPANY COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Shares Owned by Our Directors and Executive Officers

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [—] shares of Company common stock, representing approximately [—]% of the outstanding shares of Company common stock on the record date.

Concurrently with the entry into the merger agreement, all of the directors and certain of the executive officers, collectively owning approximately 13% of the outstanding shares of Company common stock, entered into the voting agreements, which we refer to as “voting agreements,” with Parent. Pursuant to the voting agreements, such directors and executive officers have agreed to, among other things, vote all shares of capital stock of the Company that they beneficially own in favor of approving the merger agreement and the transactions contemplated thereby, including the merger.

All of the directors and executive officers entitled to vote on the proposals have informed the Company that they currently intend to vote all of their shares of Company common stock (i) “FOR” the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Proxies and Revocation

Any shareholder 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 in person at the special meeting. If your shares of Company common stock are held in “street name” by your bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or if you vote “ABSTAIN,” or if you do not provide your bank, brokerage firm or other nominee with voting instructions, your shares of Company common stock will not be voted on the proposal to approve the merger agreement, which will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.

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 submitting a later-dated proxy through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be received by the Company at 800 Boylston Street, 16th Floor, Boston, MA 02199 by the time the special meeting begins, or by attending the special meeting and voting in person. Attendance at the special meeting alone will not revoke your proxy.

Adjournments and Recesses

Although it is not currently expected, the special meeting may be adjourned or recessed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the special meeting to approve the merger agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the special meeting for the purpose of soliciting additional proxies will allow the Company’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or recessed.

Appraisal Rights

For the reasons described under “Appraisal Rights” beginning on page 98, the Company has concluded that Company shareholders may be entitled to appraisal rights. The Company and Parent reserve the right to contest the validity and availability of any purported demand for appraisal rights in connection with the merger.

Under Part 13 of the MBCA, Company shareholders who believe they are or may be entitled to appraisal rights in connection with the merger must, in order to exercise those rights:

Your failure to follow exactly the procedures specified under the MBCA will result in the loss of any appraisal rights. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or nominee. See the section entitled “Appraisal Rights” and the text of Part 13 of the MBCA reproduced in its entirety as Annex C to this proxy statement for further information.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Morrow Sodali LLC, 509 Madison Avenue, New York, NY 10022, to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Morrow Sodali a fee of approximately $17,000, plus certain per holder charges for any calls made to holders of Company common stock. The Company will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, expenses, losses, damages, liabilities and judgments. The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Morrow Sodali, our proxy solicitor, by telephone at (800) 662-5200 (toll free) or (203) 658-9400 or by email at GTYH@info.morrowsodali.com.

PARTIES TO THE MERGER

THE COMPANY

GTY Technology Holdings Inc.

800 Boylston Street, 16th Floor

Boston, MA 02199

(877) 465-3200

GTY is a software-as-a-service, or SaaS, company that offers a primarily cloud-based suite of solutions for the public sector in North America. GTY brings government technology companies together to achieve a new standard in citizen engagement and resource management. GTY solutions provide public sector organizations with the ability to communicate, engage, interact, conduct business, and transact with their constituents in procurement, payments, grants management, budgeting, and permitting.

GTY operates through the following subsidiaries: Bonfire Interactive Ltd., a Canadian company provides strategic sourcing and procurement SaaS to enable confident and compliant spending decisions; CityBase, Inc. and its wholly owned subsidiary, The Department of Better Technology, Inc. provide government payment solutions to connect constituents with utilities and government agencies; eCivis® Inc. offers a grants management system to maximize grant revenues and track performance; Open Counter Enterprises Inc. provides government permitting SaaS to guide applicants through complex permitting and licensing procedures; Questica® Software Inc. and Questica USCDN Inc., Canadian companies, and Questica Ltd., a U.S. subsidiary, offer budget preparation and management SaaS and software to deliver on financial and non-financial strategic objectives; Sherpa Government Solutions LLC provides public-sector budgeting SaaS, software and consulting services.

GTY was incorporated in the Commonwealth of Massachusetts in September 2018 and shares of GTY common stock are traded on the Nasdaq Stock Market under the symbol “GTYH.” The principal executive offices of GTY are located at 800 Boylston Street, 16th Floor, Boston, MA 02199, and our telephone number is (877) 465-3200.

For more information about the Company, see “Where You Can Find More Information” beginning on page 103.

PARENT

GI Georgia Midco, Inc.

c/o GI Manager, L.P.

6720 North Scottsdale Road, Suite 350

Scottsdale, AZ 85253

(623) 887-4320

GI Georgia Midco, Inc. is a Delaware corporation that was formed solely for the purpose of entering into the merger agreement and related agreements and consummating the merger and the other transactions contemplated thereby. Parent is an affiliate of investment funds advised by GI Partners and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement and the related financing transactions. Upon completion of the merger, the Company will be a wholly owned subsidiary of Parent. The principal executive offices of Parent are located at 6720 North Scottsdale Road, Suite 350, Scottsdale, AZ 85253, and its telephone number is (623) 887-4320.

MERGER SUB

GI Georgia Merger Sub Inc.

c/o GI Manager, L.P.

6720 North Scottsdale Road, Suite 350

Scottsdale, AZ 85253

(623) 887-4320

GI Georgia Merger Sub Inc. is a Massachusetts corporation that was formed solely for the purpose of entering into the merger agreement and related agreements and consummating the merger and the other transactions contemplated thereby. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement and the related financing transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation of the merger, which we refer to as the “surviving corporation.” The principal executive offices of Merger Sub are located at 6720 North Scottsdale Road, Suite 350, Scottsdale, AZ 85253, and its telephone number is (623) 887-4320.

THE MERGER

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

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will become a privately held company and will cease to be listed on any public market. You will not own any shares of the capital stock of the surviving corporation.

Overview of the Merger

The Company, Parent and Merger Sub entered into the merger agreement on April 28, 2022. Under the terms of the merger agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. In connection with the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded shares and dissenting shares) will be automatically converted into the right to receive the per share merger consideration, without interest and subject to deduction for any required tax withholding.

Following and as a result of the merger:

Directors and Officers of the Surviving Corporation

The directors of Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation. The officers of the Company immediately prior to the effective time of the merger will be the initial officers of the surviving corporation.

Background of the Merger

The Board, together with members of the Company’s senior management, regularly reviews and assesses the Company’s business and competitive landscape and periodically reviews and assesses strategic alternatives available to maximize value to shareholders.

After the consummation in February 2019 of the business combination pursuant to which the Company acquired Bonfire Interactive Ltd., CityBase, Inc., eCivis® Inc., Open Counter Enterprises Inc., Questica Software Inc. and Questica USCDN Inc., and Sherpa Government Solutions LLC (referred to herein as Bonfire, CityBase, eCivis, OpenCounter, Questica and Sherpa, respectively), the Board, together with the Company’s senior management, initiated a review of the Company’s businesses in the fourth quarter of 2019 with the objective of improving the Company’s operating performance. As part of this review, Harry You, Vice Chairman of the Board, discussed a process for considering strategic alternatives with other members of the Board, and assessed alternative financial advisors for such a process, including Credit Suisse Securities (USA) LLC, which we refer to as “Credit Suisse.” Discussions of this nature occurred throughout 2019. Members of the Board engaged in preliminary discussions with Credit Suisse concerning the Company’s markets, business, and prospects in December 2019.

In December 2019, representatives of the Company, including Mr. You, held discussions with representatives of Credit Suisse regarding the Company’s evaluation of a potential sale of the Company. Credit Suisse provided preliminary views on potential bidders for the Company and an illustrative timeline for a potential transaction. Later in December 2019, at the direction of the Mr. You in his capacity as Vice Chairman of the Board, Credit Suisse initiated an outreach to potentially interested parties to gauge their interest in a strategic transaction involving the Company, as further described below.

On January 20, 2020, the Board held a special meeting. Participating at the request of the Board were representatives of the Company’s outside legal counsel. The purpose of the meeting was to discuss and vote on certain matters relating to the Company’s process for considering strategic alternatives, which process Mr. You had discussed previously in separate conversations with members of the Board. Representatives of the Company’s outside legal counsel provided an overview of the specific matters related to the process and advised about various corporate governance matters. The Board discussed various strategic alternatives available to the Company, including the continued operation of the Company on a standalone basis and the sale of the Company as a whole, the background and reasoning behind potentially undertaking the process, the pros and cons of engaging in the process, the potential effect on the Company’s business if the process were to be prematurely disclosed to the Company’s employees, and the desire to maximize shareholder value. The Board authorized, ratified and approved the retention of Credit Suisse, effective as of December 20, 2019, as the Company’s financial advisor with respect to a potential strategic transaction and actions previously taken by any member of the Board in connection with the selection and retention of Credit Suisse. Additionally, the Board broadly authorized the consideration of strategic alternatives, including potential mergers, acquisitions, joint ventures, investments, sales of all or part of the equity, business or assets of the Company or other significant corporate transaction, and actions necessary, appropriate or desirable for such consideration.

On January 30, 2020, the Board held a special meeting. Representatives of Credit Suisse attended a portion of the meeting during which they reviewed with the Board the Company’s current business, financial performance, cash flow profile, historical share price performance, public market trading and consolidated finances. Representatives of Credit Suisse at that meeting also provided an update regarding the process undertaken for the evaluation of strategic alternatives since December 2019, including outreach to a total of 61 parties, 13 being strategic and 48 being financial sponsors, and the execution of nondisclosure agreements by 35 of those parties, three being strategic and 32 being financial sponsors, one of which was GI Partners. Each non-disclosure agreement contained standstill obligations with a term of 12 months that automatically terminate upon the signing of a definitive agreement with a third party for the sale of the Company. Of the 35 parties that signed nondisclosure agreements, 27 elected to meet with a representative the Company, three of which were strategic and 24 of which were financial sponsors (including GI Partners). Active parties (including GI Partners) were sent a bid instruction letter with a deadline for a non-binding indication of interest of January 27, 2020. As of January 29, 2020, two global private equity firms, which we refer to as “Party A” and “Party G,” had submitted non-binding indications of interest to the Company. The non-binding indications of interest from Party A and Party G had proposed an acquisition of the outstanding shares of Company common stock at purchase prices of $5.75–$6.25 per share and $8.00–$9.00 per share, respectively, but, as discussed further below, the parties decided not to pursue the opportunity in February or March 2020. A potential strategic buyer, a multinational enterprise software company, which we refer to as “Party H,” remained active, with two of its representatives having met with Company management on January 29, 2020. Four other parties had expressed potential interest in acquiring part, but not all, of the Company. Credit Suisse reviewed with the Board comments received from the parties that had been contacted, including regarding the industry and end market, timing, business fundamentals and valuation perceptions, and summarized the indications of interest that had been received and the next steps in the process. The Board instructed Credit Suisse to invite Party A and Party G to conduct further due diligence given that they had each submitted an indication of interest and the others had not yet done so.

In connection with the 2020 process, GI Partners was contacted, discussed the opportunity with representatives of Credit Suisse, and subsequently spoke with Mr. You and another representative of the Company. However, GI Partners declined to further pursue the opportunity at that time.

During February 2020, Party A and Party G received access to a virtual data room with information on the Company and held additional due diligence meetings with Company management.

On February 5, 2020, Party H communicated that it would not pursue the opportunity.

On February 10, 2020, the Board held a regular meeting with members of senior management present for certain portions. Also participating, at the request of the Board, were representatives of the Company’s outside legal counsel. Mr. You updated the Board regarding the status of the Board’s review of potential strategic alternatives. The Company’s outside legal counsel advised regarding recommended protocols to be followed with respect to the Board’s consideration of such alternatives. Stephen Rohleder, then-Chief Executive Officer of the Company, presented, and the Board commented on, talking points for use in discussions with leaders of business units regarding the strategic alternatives review. The Board directed Company management to publicly disclose the initiation of the strategic review.

On February 14, 2020, in connection with the announcement that the Company had entered into a definitive credit agreement providing for an unsecured loan, the Company announced that it was reviewing a broad range of potential strategic alternatives focused on maximizing shareholder value, including, among others, continuing to execute on the Company’s business plan on a standalone basis or entering into one or more potential strategic transactions. The Company further announced that it had retained Credit Suisse to serve as financial advisor to assist in such review.

On February 25, 2020, Party G had a meeting with Company management. In the days following the meeting, Party G communicated that it would not pursue the opportunity further. Party G also stated that one of its portfolio companies may be interested in acquiring an asset of the Company but not the Company as a whole. Subsequently, however, that portfolio company communicated it was not interested in exploring a transaction regarding such asset and Party G and its portfolio company ceased their engagement in the process.

On March 9, 2020, the Board held a special meeting with members of senior management and representatives of Credit Suisse attending and present for certain portions. Credit Suisse updated the Board on potential strategic alternatives, discussing the status of engagement with certain interested parties and whether such parties were interested in a transaction related to the entire Company or an acquisition of one or more of its subsidiaries or businesses. They also discussed parties that had determined not to proceed in the strategic transactions process, as well as a small number of additional potentially interested parties that were in the process of negotiating nondisclosure agreements or otherwise had not yet engaged in substantial diligence.

During March 2020, various interested parties, including Party A, conducted meetings with Company management to evaluate the business and prospects of the Company. In late March 2020, Party A communicated that it had decided not to pursue the opportunity.

On March 30, 2020, in connection with the Company’s announcement of the resignation of Mr. Rohleder as President and Chief Executive Officer and Chairman of the Board and the appointment of TJ Parass as President and Chief Executive Officer and a director of the Company, the Company announced that it was continuing to review strategic alternatives to strengthen its operating structure and to best position the Company to be cash flow breakeven and self-sufficient.

During the summer of 2020, Company management had preliminary discussions with GI Partners regarding a possible investment in a preferred security of the Company, but the Board ultimately determined not to pursue that potential investment.

On November 5, 2020, in connection with the Company’s third quarter earnings announcement, the Company announced that the Board (i) had concluded its review of potential strategic alternatives that it announced in February 2020 and (ii) had determined that in light of continuing uncertainties arising from the global COVID-19 pandemic and positive developments in the Company’s financial performance over the prior two quarters, it was in the best interests of the Company’s shareholders to focus on executing the Company’s standalone business plan. In that announcement, the Company also stated that although its review of potential strategic alternatives had concluded, the Company would continue to evaluate all opportunities to drive growth and enhance shareholder value.

In May 2021, Mr. You in his capacity as Vice Chairman of the Board requested that Credit Suisse conduct a further outreach to interested parties in order to assess interest in a potential transaction with the Company.

On June 3, 2021, certain members of the Board held a video conference with representatives of Credit Suisse participating. Credit Suisse provided an update on market conditions, reviewed comments from bidders in the prior outreach and discussed potentially interested parties to contact as part of the 2021 outreach.

On June 10, 2021, Mr. You, Mr. Green, Mr. Parass and the Company’s Chief Financial Officer met to discuss potentially interested parties and information needed for them.

Between late May 2021 and September 2021, at the direction of the Company, Credit Suisse contacted seven parties (Parties A, L, M and N; GI Partners; and two other private equity firms, which we refer to as “Party K” and “Party O,” respectively), all of which had participated in the prior outreach, to explore their interest in a potential transaction with the Company. These parties were selected based on, among other things, their perceived level of interest in acquiring the Company and their engagement during the prior outreach. At the direction of Mr. You in his capacity as Vice Chairman of the Board, Credit Suisse also separately contacted Party G and Party H to explore their respective interest in a potential transaction with the Company. Each party communicated that it was not interested in pursuing the transaction. During this time, in addition to the seven parties contacted (excluding Party G and Party H), two additional potential buyers (one of which was a strategic buyer that we refer to as “Party J” and one of which was a private equity firm that we refer to as “Party P”) approached the Company and Credit Suisse and indicated their interest in exploring a transaction with the Company. All of those nine parties, which we refer to as the “2021 Parties,” executed extensions to their existing non-disclosure agreements (including extensions to the standstill provisions) or signed new non-disclosure agreements containing standstill provisions and subsequently received information on the Company, including key historical and projected financial information and other business information. In addition, during this period, a strategic party (which we refer to as “Party I”) contacted the Company to explore a structured transaction related to an intellectual property asset sale and license-back and provided a high-level term sheet.

On August 23, 2021, Party A indicated to Credit Suisse verbally and via email that it was interested in acquiring the Company based on an enterprise value range of $500 million to $525 million. After a request from the Company for more clarity regarding the indication, Party A did not specify a value per share or submit a formal bid letter to the Company.

On or about August 25, 2021, Party A discussed with Mr. You certain matters relating to the process for, and Party A’s interest in, acquiring the Company.

Between August 2021 and December 2021, eight of the nine 2021 Parties held video conferences with Company management to discuss the business, prospects and financial information of the Company. Party P did not meet with management and indicated that it was interested only in certain assets of the Company rather than the Company as a whole. During this time, and after holding video conferences with Company management, Parties M, L, J and N and GI Partners indicated that they would not pursue the opportunity. Party K indicated that it would not pursue the opportunity further at that time but might re-engage at a later date. Party O indicated that it would need full access to due diligence and Company management before it could decide whether to proceed with the opportunity.

On January 19, 2022, Party A and Party O held video calls with Company management to discuss the business, including performance for the fourth quarter and full year of 2021.

On February 4, 2022, Party A held an additional video conference call with Company management to discuss the business, prospects and financial performance of the Company, among other topics.

On February 7, 2022, Party A met with Mr. You to discuss its interest in the Company and potential next steps in exploring a transaction. On that same date, a technology-focused financial sponsor, which we refer to as “Party B,” met with Mr. Parass to discuss its interest in the Company and was referred by Mr. Parass to Credit Suisse.

On or around February 9, 2022, GI Partners spoke to representatives from Credit Suisse and communicated its interest in re-engaging in the opportunity to explore a potential transaction with the Company. At the direction of the Company, Credit Suisse shared with GI Partners information relating to the Company’s performance in the fourth quarter of 2021 and 2022 budget.

On February 11, 2022, Party A held a video conference call with Company management to discuss key information required by Party A as part of its due diligence on the Company.

On February 14, 2022, Mr. You discussed with representatives of GI Partners certain considerations regarding earn-out obligations from the Company’s 2018 business combination agreements. From time to time, Mr. You engaged in discussions with representatives of GI Partners and Party A regarding their interest in a transaction with the Company and the Company’s strategic process.

On February 15, 2022, representatives of GI Partners submitted a letter indicating its interest in acquiring 100% of the Company, and later that day discussed such letter with Mr. You. That letter did not specify a price. On the same day, at the request of the Company, representatives of Credit Suisse conducted a call with Party B, which had approached the Company and indicated its interest in exploring a transaction.

Also on February 15, 2022, representatives of Ropes & Gray LLP, which we refer to as “Ropes & Gray,” counsel for GI Partners, discussed with outside counsel to the Company certain considerations regarding earn-out obligations from the Company’s 2018 business combination agreements.

On February 16, 2022, Party A held a video conference call with authorized representatives of the Board (specifically, Mr. Green, Mr. Tucci and Mr. You) to discuss Party A’s interest in acquiring the Company and potential next steps in the process.

On February 17, 2022, Party K contacted Credit Suisse and indicated its interest in re-engaging in the opportunity to evaluate a potential transaction with the Company. At the direction of the Company, over the following week, Credit Suisse shared with Party K information regarding the Company’s performance in the fourth quarter of 2021 and 2022 budget and offered a meeting with Company management. In the following weeks, Party K informed Credit Suisse that it would not proceed given the market volatility at that time. Party K indicated that it would contact Credit Suisse once market conditions normalized.

On February 22, 2022, Party A and GI Partners separately held due diligence video conference calls with Company management to discuss the Company’s business, prospects and financial performance, among other topics.

On February 23, 2022, Credit Suisse and the Company received an indication of interest from Party A that proposed the acquisition of the outstanding shares of the Company at a purchase price of $5.85 per share, provided that the CityBase and eCivis earn-out obligations would be assumed by the buyer, and requested exclusivity. The Company did not provide exclusivity to Party A.

On February 25, 2022, Mr. You and the Company’s outside counsel discussed with representatives of GI Partners and Ropes & Gray certain considerations regarding capitalization of the Company, including the earn-out obligations from the Company’s 2018 business combination agreements.

Also on February 25, 2022, representatives from GI Partners spoke with Messrs. You, Green and Tucci to provide an overview of GI Partners and convey its interest in acquiring the Company.

On February 28, 2022, after having executed a non-disclosure agreement, Party B received information on the Company’s performance for the fourth quarter of 2021 and 2022 budget and was offered a meeting with Company management.

Also on February 28, 2022, Mr. You informed a representative of GI Partners that the Company received an indication of interest from another potential acquiror and that the Company’s financial projections would be forthcoming the following week. Mr. You and the representative of GI Partners also discussed certain considerations regarding earn-out obligations from the Company’s 2018 business combination agreements.

In late February 2022, at the direction of the Company, Credit Suisse offered Party O another diligence meeting with Company management. Party O did not schedule that meeting.

On March 1, 2022, a representative of GI Partners discussed with Mr. You certain considerations relating to the bid process, including the fact that GI Partners intended to submit an indication of interest the following day.

On March 2, 2022, Credit Suisse and the Company received an indication of interest from GI Partners that proposed an acquisition of the outstanding shares of the Company at a purchase price of $5.85 per share, assuming that the Company would settle certain earn-out obligations under its 2018 business combination agreements prior to the closing of the merger and requested exclusivity. The Company did not provide exclusivity to GI Partners. On that same date, Company management met with a private equity firm, which we refer to as “Party C,” and referred Party C to Credit Suisse.

Also on March 2, 2022, Party B held a video conference call with Company management to discuss the business, prospects and financial performance of the Company, among other topics.

On March 4, 2022, the Board held a telephonic and video conference special meeting, with members of senior management participating for certain portions. Also participating were representatives of Credit Suisse and the Company’s outside legal counsel. The meeting was convened to consider the indications of interest from GI Partners and Party A.

On March 5, 2022, representatives of GI Partners discussed with Mr. You certain matters relating to the indication of interest submitted on March 2, 2022, and Mr. You informed them that the Company’s financial projections would be forthcoming the following week, and GI would have an opportunity to submit a revised indication of interest for further consideration by the Board.

On March 9, 2022, the Board authorized by unanimous written consent the transmission of the Original Projections to GI Partners, Party A and other parties that submit indications of interest and are subsequently invited to conduct further due diligence on the Company.

On March 9 and March 10, 2022, at the direction of the Board, representatives of Credit Suisse had discussions with GI Partners and Party A, respectively, and indicated that financial projections and certain other data would be made available shortly after which the bidders should submit revised indications of interest in the coming weeks.

On March 11, 2022, at the direction of the Board, Credit Suisse transmitted the Original Projections, along with selected other key data relating to the Company, to each of GI Partners and Party A.

Also on March 11, 2022, Credit Suisse received an indication of interest from Party B, which proposed the acquisition of the Company at a purchase price of $4.50 to $5.00 per share. On the same day, at the request of the Company, representatives from Credit Suisse had a call with Party C to discuss its interest in exploring a potential transaction.

On March 14, 2022, after having executed a non-disclosure agreement, Party C received information on the Company’s performance in the fourth quarter of 2021 and 2022 budget and was offered a call with Company management. On the same day, GI Partners and Party A had separate calls with Company management to discuss the Company’s business and prospects, among other topics, and GI Partners discussed with Mr. You certain matters relating to the indication of interest submitted on March 2, 2022.

On March 15, 2022, consistent with instructions from the Company, representatives from Credit Suisse conducted a call with Party B to solicit an increase in its proposed per-share offer price for the Company above $5.00 to proceed with further diligence.

On March 16, 2022, Party A conducted another call with Company management to discuss the Company’s business and prospects, among other topics.

Also on March 16, 2022, a representative of GI Partners discussed with Mr. You certain considerations relating to the bid process, including the fact that GI Partners intended to submit an indication of interest the following day.

On March 17, 2022, GI Partners submitted an indication of interest to Credit Suisse with a proposed purchase price of $5.85 per share in cash and emphasizing its willingness and ability to execute a merger agreement within three weeks, which indication of interest was accompanied by a draft merger agreement.

On March 20, 2022, Party A submitted an indication of interest with Credit Suisse with a proposed purchase price of $5.85 per share in cash.

Also on March 20, 2022, a representative of GI Partners discussed with Mr. You certain considerations relating to the bid process, including GI Partners’ indication of interest submitted on March 17, 2022.

On March 21, 2022, Party B contacted Credit Suisse and communicated that it was not willing to increase its offer above $5.00 per share.

On March 22, 2022, the Board held a special meeting by telephone and video conference, with members of senior management participating for certain portions. Also participating at the request of the Board were representatives of Credit Suisse and the Company’s outside legal counsel. Representatives of Credit Suisse reviewed the updated March 17, 2022 indication of interest from GI Partners and the updated March 20, 2022 indication of interest from Party A, which each proposed an all-cash transaction at a purchase price of $5.85 per share for the Company’s outstanding capital stock. In addition, representatives of Credit Suisse reviewed the March 11, 2022 indication of interest from Party B proposing a purchase price of $4.50 to $5.00 per share in cash for the Company’s outstanding capital stock. Representatives of the Company’s outside legal counsel presented a draft form merger agreement and summarized the terms thereof. The Board discussed the terms of the merger agreement and agreed to deliver the agreement to each of GI Partners and Party A for their review. Key features of the first draft of the merger agreement that were delivered to GI Partners and Party A included the following:

At the March 22, 2022 meeting, the Company’s management and the Board also discussed the potential alternatives to a sale of the Company and the relative merits and risks of such alternatives. Among other things, the Board discussed the feasibility, timing and scope of a potential capital raise, the increasingly challenging economic conditions in light of geopolitical uncertainty and inflation, the risks of recession and further economic deterioration, and the potential impact that those factors may have on the Company’s ability to execute its business strategy and generate value for shareholders under the current business plan. In addition, following the previous day’s recommendation of the Outside Counsel Committee, a standing committee of the Company generally responsible for approving the retention of outside legal counsel, the Board decided to retain Davis Graham & Stubbs LLP, which we refer to as “DGS,” as the Company’s lead legal counsel in connection with the potential sale of the Company.

On March 23, 2022, Party C held a video conference call with Company management to discuss its business, prospects and financial performance, among other topics. On the same day, consistent with instructions from Mr. You in his capacity as Vice Chairman of the Board, Credit Suisse conducted a telephone call with a private equity firm, which we refer to as “Party E,” to discuss its interest in exploring, jointly with another private equity firm, which we refer to as “Party D,” a potential acquisition of the Company.

Also on March 23, 2022, at the direction of the Board, Credit Suisse delivered to GI Partners and Party A the form of proposed merger agreement. Both parties were told to promptly review and provide comments on the merger agreement and that they would be provided with additional confidential information on the Company, including access to a virtual data room, to progress their due diligence on the Company. Both parties were also told that they were expected to complete as much of their due diligence on legal, financial, tax and other topics as possible by April 11, 2022.

On March 24, 2022, after having executed a non-disclosure agreement, Parties D and E received information on the Company’s performance in the fourth quarter of 2021 and 2022 budget and were offered a meeting with Company management.

On March 25, 2022, GI Partners and Party A received additional confidential Company information, including access to a virtual data room.

On March 27, 2022, Party A delivered a detailed markup of the merger agreement to DGS. Comments included, among other things, the following:

From March 28, 2022 through April 10, 2022, Mr. Parass and the Company’s Chief Financial Officer, Chief Accounting Officer, General Counsel and the Chief Executive Officer of Questica and eCivis, as well as the Company’s outside legal counsel, participated in multiple due diligence calls with, and provided extensive information to, representatives of and advisors to each of GI Partners (including Ropes & Gray) and Party A. The topics covered by these calls and that information included, among others, legal, human resources, business trends, customer trends, budgets, accounting, finance, debt, tax, intellectual property, information technology, information security, government contracts, general corporate, equity securities, executive compensation, employee benefits, labor, litigation, investigations, and real property.

On March 28, 2022, Ropes & Gray delivered a detailed markup of the merger agreement to DGS. Comments included, among other things, the following:

On March 29, 2022, Credit Suisse received an indication of interest from Party C, expressing an interest in acquiring the Company at a price of $5.00 to $5.50 per share.

Also on March 29, 2022, Parties D and E together held a video conference call with Company management to discuss its business, prospects and financial performance, among other topics. On that same date, Party A held video calls with Company management to discuss human resources and accounting matters.

On March 31, 2022, Messrs. Green, Tucci and You, each a member of the Board, met by telephone with representatives of Credit Suisse, representatives of DGS and the Company’s General Counsel to discuss the status of due diligence being conducted by GI Partners and Party A and to review the initial comments received from their respective legal counsel on the draft merger agreement. On the same day, consistent with instructions from the Company, Party C was invited to conduct further due diligence on the Company and was provided with access to certain confidential information, including access to a virtual data room and a draft of the merger agreement. Also on that same day, GI Partners and Party A each met with Company management to conduct business diligence.

On April 1, 2022, GI Partners discussed with Mr. You certain matters relating to the Board’s expectations around resolution of open points in draft merger agreement as well as GI Partners’ requests for further due diligence, and GI Partners and Party A each met with Company management to conduct further business diligence.

Also on April 1, 2022, DGS delivered a revised draft of the merger agreement to both GI Partners and Party A. The drafts included, among other things, the following:

For each bidder, the April 1, 2022 draft merger agreement reserved response on several terms, including the request for execution of voting agreements, the proposed termination fee and the request for expense reimbursement.

On April 4, 2022, Credit Suisse received a telephone call from Party E, informing Credit Suisse of Party E’s intention to submit an indication of interest to acquire the Company in a joint proposal with Party D, for a per share price that would likely be in the “low $4.00” range.

Also on April 4, 2022, GI Partners discussed with Mr. You certain matters relating to GI Partners’ requests for further due diligence.

On April 5, 2022, Party A delivered a detailed markup of the merger agreement to DGS. Material changes included, among other things, the following:

Also on April 5, 2022, Messrs. Tucci and You, both members of the Board, met by telephone with representatives of Credit Suisse, representatives of DGS, and the Company’s General Counsel to discuss the status of negotiations. Credit Suisse updated the participants on the call regarding the most recent discussions with all interested parties. Representatives from DGS provided an update on the proposed terms of the merger agreement with each of GI Partners and Party A.

In addition, on April 5, 2022, the Company’s Chief Executive Officer and Chief Financial Officer and the Chief Executive Officer of Questica and eCivis, together with a representative of Credit Suisse, held meetings in Toronto with representatives of Party A to discuss to Company’s business, key performance indicators, customer trends, financial prospects, pipeline and other diligence topics. General discussions were held regarding the Company’s workforce, but no discussions were held regarding the post-transaction senior management team.

On April 6, 2022, the Company’s Chief Executive Officer and Chief Financial Officer and the Chief Executive Officer of Questica and eCivis, together with a representative of Credit Suisse, held meetings in Toronto with representatives of GI Partners to discuss to Company’s business, key performance indicators, customer trends, financial prospects, pipeline and other diligence topics. General discussions were held regarding the Company’s workforce, but no discussions were held regarding the post-transaction senior management team.

Also on April 6, 2022, Credit Suisse received a joint indication of interest from Party D and Party E with a price indication of $4.00 to $4.50 per share.

On April 9, 2022, Ropes & Gray, on behalf of GI Partners, delivered to DGS further revisions to the merger agreement and first drafts of the form of voting agreement, equity commitment letter and limited guarantee. Material changes to the merger agreement included, among other things, the following:

On April 11, 2022, Party C held an additional video conference call with Company management to discuss its business and operating and financial prospects, among other topics.

On April 12, 2022, the Board held a special meeting by telephone and video conference, with members of the Company’s senior management and representatives of Credit Suisse and DGS present for portions of the meeting. Representatives of Credit Suisse provided an update on the process, including with respect to the status of due diligence conducted by GI Partners and Party A. Among other comments, Credit Suisse discussed with the Board the following:

Also at that meeting, the representative of DGS summarized for the Board the status of negotiations with each of GI Partners and Party A regarding the proposed merger agreement and summarized the material differences between the two proposals. The directors discussed their views on the proposed consideration and strategies for soliciting higher bids from each of GI Partners and Party A. The directors also discussed the potential negative impact of inflation and the near-term threat of a recession on the Company’s business, the need for additional capital to achieve the Company’s growth and the challenges of continuing as a standalone business. The Board agreed to continue discussions with GI Partners and Party A and to provide additional due diligence materials and access to certain additional members of management. Finally, the Company’s Chief Financial Officer noted that preliminary first quarter results would be available in the coming days and that he intended to complete, consistent with normal procedure, an update to the Company’s long-range projections.

On April 12, 2022, at the direction of the Company, representatives from Credit Suisse contacted Party E and communicated that based on Party E’s indication of interest, submitted jointly with Party D, of $4.00 to $4.50 per share, Party E and Party D would not be invited to proceed with further diligence on the Company.

From April 12, 2022 through April 26, 2022, the Company senior management, along with the Chief Executive Officers of Bonfire, CityBase, eCivis, OpenCounter, Questica and Sherpa, other members of senior management of the subsidiaries of the Company, and the Senior Vice President, Human Resources of the Company and the Company’s outside legal counsel engaged in further due diligence with each of GI Partners and Party A, providing additional information on the Company. During that same period, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and General Counsel discussed and responded to extensive further diligence requests and participated in additional diligence calls with representatives of and advisors to each of GI Partners (including Ropes & Gray) and Party A. The matters addressed by additional diligence requests and calls during this period included, among others, customers, vendors, operations, sales, marketing, reporting, research and development, legal, human resources, business trends, customer trends, budgets, accounting, finance, debt, tax, intellectual property, information technology, information security, government contracts, general corporate, equity securities, executive compensation, employee benefits, labor, litigation, investigations and real property.

On April 13, 2022, Party C indicated to representatives of Credit Suisse that Party C had decided not to pursue the opportunity any further.

Also on April 13, 2022, DGS delivered revised drafts of the merger agreement to both GI Partners and Party A. Both drafts included modifications to the representations, warranties and covenants, including reversions to the Company’s original position with regard to the “fiduciary out” provisions and the circumstances in which the termination fee would be payable. The draft reserved response on several terms, including the request for execution of voting agreements, the proposed termination fee, the damages cap and the request for expense reimbursement.

In addition, on April 13, 2022, GI Partners discussed with Mr. You certain matters relating to the bid process, including with respect to timing of the Board’s consideration of indications of interest from interested parties.

On April 15, 2022, Party A delivered a revised draft of the merger agreement to DGS. This draft focused largely on minor clean-up changes and diligence-related questions and comments.

On April 16, 2022 and April 17, 2022, GI Partners discussed with Mr. You certain matters relating to the bid process, including the Board’s expectations regarding timing for the completion of the process.

On April 17, 2022, Ropes & Gray, on behalf of GI Partners, delivered a revised draft of the merger agreement to DGS. This draft also focused largely on minor clean-up changes and diligence-related questions and comments.

On April 19, 2022, the Board held a special meeting by telephone and video conference, with members of the Company’s senior management and representatives of Credit Suisse and DGS present for portions of the meeting. The Company’s Chief Financial Officer reported to the Board regarding his progress in updating the Original Projections. The Board discussed the reasons for the proposed revisions to the Original Projections, including the impact of economic volatility, inflation and the Company’s challenges in hiring employees on the Company’s ability to achieve the Original Projections. Representatives of Credit Suisse provided an update on the bid process, noting, among other things (i) the withdrawal of the previously submitted indication of interest from Party C and (ii) a discussion between Credit Suisse and a potential strategic buyer that provides software and technology services to the public sector. Credit Suisse noted that the prospective strategic buyer had indicated that it was uncertain whether it wanted to further engage in the process and would contact Credit Suisse if it decided to do so and that, notwithstanding having been informed by Credit Suisse to respond to Credit Suisse within a couple of days if it was interested in pursuing a transaction, the strategic buyer had not contacted Credit Suisse in about a week. The representative of DGS summarized the status of negotiations with GI Partners and Party A regarding the proposed merger agreements. He highlighted the remaining material open issues, including the amount of the termination fee to be payable by the Company in certain circumstances, the cap on damages in the event of a breach by the buyer, the proposed reimbursement of the buyer for expenses in the event the Company’s shareholders do not approve the transaction, and which shareholders of the Company would be required to enter into voting agreements in support of the proposed transaction. Following discussion, the Board instructed DGS to (i) propose to each of GI Partners and Party A a termination fee of 2.5% of the Company’s equity value and a reverse termination fee construct instead of a cap on damages, (ii) reject the request from both bidders for reimbursement of expenses in the event the Company’s shareholders do not approve the transaction and (iii) propose that the directors of the Company would agree to sign voting agreements in support of the proposed transaction. The Company’s General Counsel presented a summary of potential perceived conflicts of interest of the directors in connection with a potential sale of the Company involving, for example, ownership by certain directors of warrants of the Company or outstanding equity incentive awards. The Board discussed each of the director’s potential perceived conflicts of interest separately and the disinterested members of the Board in each case carefully evaluated the circumstances and concluded that the potential conflicts did not negatively impact such director’s ability to exercise his independent judgment in determining whether a sale of the Company is, or is not, in the best interests of shareholders. In addition, the Board reviewed disclosure provided by Credit Suisse regarding its material relationships with each of GI Partners and Party A, and the Board concluded that Credit Suisse’s relationships with GI Partners or Party A would not prevent Credit Suisse from providing the advice or services contemplated by its engagement letter agreement with the Company.

On April 20, 2022, DGS delivered revised drafts of the merger agreement to both GI Partners and Party A. In addition to revisions to certain representations, warranties and covenants, these drafts (i) replaced the cap on damages with a reverse termination fee to be payable by the buyer in the event it materially breaches the merger agreement, (ii) proposed a termination fee equal to 2.5% of the Company’s equity value payable if the merger agreement is terminated in certain circumstances, (iii) removed the provisions that required the Company to reimburse the buyer’s expenses if the Company’s shareholders do not approve the transaction, and (iv) proposed that the Company’s directors would execute voting agreements.

Also on April 20, 2022, the Board held a special meeting by telephone and video conference, with members of the Company’s senior management and representatives of DGS present. The meeting was convened to consider the updated long-range projections for the Company, which we refer to as “Company Projections.” The Company’s Chief Financial Officer discussed the development of the Original Projections and major changes in the economy and labor markets since that time which necessitated an update. He summarized certain key assumptions upon which the Original Projections were based and then outlined positive and negative trends that have impacted those assumptions. Positive trends, he noted, included federal stimulus funds and labor challenges for customers accelerating the need for automation. Negative trends, he commented, included challenging labor markets for the Company that have negatively impacted the Company’s ability to hire and retain employees at the scale contemplated by the Original Projections and which have negatively impacted the Company’s projected productivity improvements. He also noted that the recent rise in inflation may negatively impact the Company as interest rates would be expected to rise, which would typically have an adverse impact on real property values and the corresponding tax receipts relied on by the Company’s customers. The Company’s Chief Financial Officer presented a comparison of key metrics between the Original Projections and the Company Projections. Following discussion, the Board approved providing the Company Projections (summarized below under the caption “—Certain Prospective Financial Information”) to Credit Suisse for transmittal to GI Partners and Party A for their consideration in connection with their due diligence.

On April 21, 2022, at the instruction of the Board, representatives from Credit Suisse conducted calls with each of GI Partners and Party A and communicated to them that they should complete all of their outstanding due diligence by April 26, 2022 and by the following day submit their best and final offer to acquire the Company, along with a fully negotiated draft of the merger agreement.

On April 22, 2022, Party A delivered a revised draft of the merger agreement to DGS. Among other matters, this draft (i) proposed a termination fee to 3.4% of the Company’s equity value, (ii) proposed a reverse termination fee equal to 5.5% of the Company’s equity value, which may be payable in the event the Company declines to pursue specific performance following a breach by Party A, and (iii) agreed to the removal of the provision requiring that the Company reimburse the expenses of Party A in the event the Company’s shareholders do not approve the transaction at the special meeting of shareholders.

Also on April 22, 2022, Ropes & Gray, on behalf of GI Partners, delivered a revised draft of the merger agreement to DGS. Among other matters, this draft (i) reduced the termination fee to 3.25% of the Company’s equity value, (ii) proposed a reverse termination fee equal to 6.0% of the Company’s equity value, which may be payable in the event Parent fails to consummate the merger when required to do so, and (iii) agreed to the removal of the provision requiring that the Company reimburse the expenses of Parent in the event the Company’s shareholders do not approve the transaction at the special meeting of shareholders.

Also on April 22, 2022, GI Partners discussed with Mr. You the Board’s expectations around the timing of resolution of open points in the draft merger agreement and the submission of a final bid. In addition, representatives of GI Partners spoke with Messrs. You, Green and Tucci to affirm GI Partners’ interest in acquiring the Company.

In addition, on April 22, 2022, Party D participated in a call with representatives from Credit Suisse and indicated Party D’s intention to submit an indication of interest to acquire the Company at a price in the range of $5.00 to $6.00 per share, which range Party D could further refine.

On April 25, 2022, Mr. Parass and the Chief Executive Officer of Questica and eCivis met for lunch in Toronto with representatives of Party A to further discuss the Company’s business. General discussions were held regarding the Company’s workforce, but no discussions were held regarding the post-transaction senior management team.

Also on April 25, 2022, the Board held a special meeting by telephonic and video conference, with members of the Company’s senior management and representatives of DGS and Credit Suisse present for portions of the meeting. The representative of DGS summarized for the Board the status of negotiations with GI Partners and Party A regarding the proposed merger agreement with each bidder, including with respect to the request of each bidder that, in addition to the directors of the Company, at least some officers of the Company sign voting agreements in support of the proposed transaction; the counterproposals of GI Partners and Party A for termination fees of 3.25% and 3.4%, respectively, of the Company’s equity value and reverse termination fees of 6.0% and 5.5%, respectively, of the Company’s equity value; and the absence of any requirement for expense reimbursement in the most recent draft of each merger agreement. Following discussion with the Board, it was agreed that the Company would propose to each of GI Partners and Party A that certain officers of the Company would agree to sign voting agreements in support of the proposed transaction. Representatives of Credit Suisse provided an update on the bid process, including with respect to the imminent completion of due diligence and the April 27, 2022 deadline for submission by GI Partners and Party A of final offers. Credit Suisse also reviewed a preliminary financial analysis regarding the proposed transaction.

In addition, on April 25, 2022, DGS delivered a revised draft of the merger agreement to both Ropes & Gray, on behalf of GI Partners, and to outside legal counsel to Party A. Among other matters, this draft proposed termination and reverse termination fees of 3.0% and 7.0%, respectively, of the Company’s equity value.

On or about April 26, 2022, Party A discussed with Mr. You certain matters relating to the Board’s expectation regarding timing for the bid process and Party A’s continuing interest in acquiring the Company.

On April 26, 2022, Party A delivered a revised draft of the merger agreement to DGS. Among other matters, this revised draft accepted the proposed termination fee and reverse termination fees of 3.0% and 7.0%, respectively, of the Company’s equity value.

On April 27, 2022, representatives GI Partners discussed with Mr. You certain matters relating to the Board’s expectations regarding timing for the bid process, the parties’ proposals regarding the amount of the proposed termination fee, and due diligence relating to the capitalization of the Company.

Also on April 27, 2022, Party A submitted to Credit Suisse a revised indication of interest with a proposed per-share purchase price of $4.75, down from its latest proposal of $5.85. On the same day, Party D submitted a revised joint indication of interest, this time with a new global financial sponsor partner that we refer to as “Party F.” The indication of value in the letter was $5.25 to $6.00 per share, and it noted that Party D would require up to 45 days to complete due diligence.

On the same day, GI Partners submitted a letter of intent with a proposed purchase price of $6.30 per share, which letter of intent was accompanied by a revised draft of the merger agreement to DGS. Among other matters, this revised draft accepted the proposed termination fee and reverse termination fees of 3.0% and 7.0%, respectively, of the Company’s equity value, and proposed that GI Partners may, in its discretion, settle, accelerate or assume certain earn-out obligations under the Company’s 2018 business combination agreements.

In addition, on April 27, 2022, the Board held a special meeting by telephone and video conference, with members of the Company’s senior management and representatives of Credit Suisse and DGS present. Representatives of Credit Suisse provided an update on the bid process, summarizing the revised bids from Party A and GI Partners and the new joint indication of interest from Party D and Party F. Among other matters, they noted that GI Partners had communicated that it had completed its due diligence, finalized negotiation of the definitive documentation, and was prepared to execute definitive agreements. Following a discussion among the directors, the Board authorized management to proceed to finalize such documentation in connection with a sale of the Company to GI Partners while the Board members continued to deliberate. The Board authorized management to agree to grant exclusivity to GI Partners for a period expiring at 11:59 p.m. Eastern Daylight Time on April 28, 2022.

Throughout the evening of April 27, 2022 and the morning of April 28, 2022, DGS, Ropes & Gray and the Company’s General Counsel finalized all remaining provisions of the merger agreement, voting agreement, equity commitment letter and limited guarantee.

On April 28, 2022, the Board held a special meeting by telephone and video conference, with members of the Company’s senior management and representatives of Credit Suisse and DGS present. The representative of DGS noted that the merger agreement with Parent had been fully negotiated and, subject to Board approval, was ready to be executed. For the purpose of such approval, and as an update to the extensive prior analysis and discussions of such agreement, the representative of DGS reviewed key aspects of the merger agreement. At the request of the Board, representatives of Credit Suisse reviewed Credit Suisse’s financial analyses regarding the Company and the proposed merger. Credit Suisse then delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion addressed to the Board dated April 28, 2022, as to, as of April 28, 2022, the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement. After discussion, the Board then unanimously voted to adopt the merger agreement, to approve the merger, and to recommend that the Company’s shareholders approve the merger agreement.

Later on April 28, 2022, the Company and Parent executed the merger agreement. Concurrently with the execution of the merger agreement, Parent and the directors and certain officers of the Company executed and delivered the voting agreements, and GI Partners executed and delivered the equity commitment letter and the limited guarantee. On April 28, 2022, the last trading day prior to the announcement of the proposed merger, the closing price per share of the Company’s common stock on the Nasdaq Capital Market was $2.83.

On April 29, 2022, the Company and GI Partners issued a joint press release before the market opened announcing the transaction.

Reasons for the Merger; Recommendation of the Board of Directors

At a meeting held on April 28, 2022, the Board, by a unanimous vote of all directors, (a) determined that the terms and conditions of the merger agreement and the merger are fair, advisable and in the best interests of the Company and its shareholders, (b) adopted the merger agreement, (c) approved the merger, (d) directed that the merger agreement be submitted to the Company’s shareholders at a special meeting of the Company’s shareholders for their approval, and (e) recommended that the Company’s shareholders approve the merger agreement.

Before making its recommendation, the Board consulted with its outside legal and financial advisors and with the Company’s senior management team. In reaching its recommendation, the Board considered the following material factors that it believes support its decision to enter into the merger agreement and consummate the merger (which factors are not necessarily presented in order of relative importance):

The Board believed the public nature of the sale process and the number of parties with whom the Company had contact made it unlikely that other parties would express an interest in acquiring the Company.

The Board also weighed the factors described above against the following factors and risks that generally weighed against entering into the merger agreement (which factors and risks are not necessarily presented in order of relative importance):

The foregoing discussion of the information and factors considered by the Board in reaching its conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not attempt, to quantify, rank or assign any relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors may have given different weights to different factors. The Board considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

The Board unanimously recommends that you vote (i) “FOR” approval of the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal; and (iii) “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the merger agreement.

Opinion of Credit Suisse Securities (USA) LLC

On April 28, 2022, Credit Suisse delivered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to the Board dated the same date) to the effect that, as of such date, and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, the merger consideration to be received by holders of Company common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders.

Credit Suisse’s opinion was directed to the Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication (financial or otherwise) of the merger. The Credit Suisse opinion did not address the underlying business decision of the Company or the Board to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, advice or a recommendation to any securityholder as to how such holder should vote or act on any matter relating to the merger or otherwise.

In arriving at its opinion, Credit Suisse:

In connection with its review, Credit Suisse did not independently verify any of the foregoing information and, with the Company’s consent, Credit Suisse assumed and relied upon such information being complete and accurate in all respects material to its analyses and opinion. With respect to the Company Projections and the Other Estimated Data reviewed and relied upon by Credit Suisse for purposes of its analyses and opinion, Credit Suisse had been advised by the management of the Company, and Credit Suisse assumed, with the Company’s consent, that such forecasts and estimates were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and the other matters addressed thereby. At the direction of the Company, Credit Suisse assumed that the Company Projections and the Other Estimated Data were a reasonable basis upon which to evaluate the Company and the merger, and at the direction of the Company, Credit Suisse relied upon the Company Projections and the Other Estimated Data for purposes of its analyses and opinion. Credit Suisse expressed no view or opinion with respect to the Company Projections or the Other Estimated Data, or the assumptions and methodologies upon which they were based.

Credit Suisse also assumed, with the consent of the Company, that, in the course of obtaining any regulatory or third-party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the contemplated benefits of the merger and that the merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the merger agreement, without waiver, modification or amendment of any term, condition or agreement thereof that would be material to Credit Suisse’s analyses or opinion. In addition, Credit Suisse was not requested to, and did not, make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, and Credit Suisse was not furnished with any such evaluations or appraisals.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication (financial or otherwise) of the merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, the form or structure of the merger and the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, securityholders or affiliates of any party to the merger or class of such persons, relative to the merger consideration or otherwise. At the Company’s direction, for purposes of its analyses and opinion, Credit Suisse treated each outstanding share of 1176363 B.C. Ltd. and 1176368 B.C. Ltd. that is exchangeable into a share of Company common stock as equivalent and identical in all material respects to a share of Company common stock. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, intellectual property, tax, environmental, executive compensation or other similar professional advice. Credit Suisse assumed that the Company had or would obtain such advice or opinions from the appropriate professional sources. The issuance of Credit Suisse’s opinion was approved by its authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and upon financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Credit Suisse’s opinion did not address the relative merits of the merger as compared to alternative transactions or strategies that might have been available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the merger.

In preparing its opinion to the Board, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse’s financial analyses is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse’s analyses for comparative purposes is identical to the Company or the proposed merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, from a financial point of view, to the holders of Company common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Credit Suisse’s financial analyses are illustrative and not necessarily indicative of actual or relative values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company’s control and the control of Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

Credit Suisse’s opinion and analyses were provided to the Board (in its capacity as such) in connection with its consideration of the proposed merger and were among many factors considered by the Board in evaluating the proposed merger. Neither Credit Suisse’s opinion nor its analyses were determinative of the merger consideration or of the views of the Board with respect to the proposed merger. Under the terms of Credit Suisse’s engagement by the Company, no fiduciary relationship should be deemed to have been created in respect of the merger or Credit Suisse’s engagement, regardless of whether Credit Suisse has advised the Company on other matters.

Financial Analyses

The following is a summary of certain financial analyses reviewed by Credit Suisse with the Board in connection with the rendering of its opinion to the Board on April 28, 2022. The summary does not contain all of the financial data securityholders of the Company may want or need for purposes of making an independent determination of fair value. Securityholders of the Company are encouraged to consult their own financial and other advisors before making any investment decision in connection with the proposed merger. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations in connection with each analysis, could create a misleading or incomplete view of Credit Suisse’s analyses.

Selected Companies Analyses

Credit Suisse considered certain financial data for the Company and selected companies with publicly traded equity securities Credit Suisse deemed relevant. The selected companies were selected because they were deemed to be similar to the Company in one or more respects. For purposes of these analyses, (1) share prices for the selected companies were closing prices as of April 27, 2022 and (2) estimates of future financial performance for the selected companies for the years ending December 31, 2022 and 2023 used to select the implied multiple ranges were based on publicly available research analyst estimates for those companies.

The selected companies were:

For each of the selected companies listed above, Credit Suisse reviewed the company’s enterprise value (generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding dilutive securities), plus the value as of such date of its net debt (generally the value of its outstanding indebtedness, preferred stock and capital lease obligations less the amount of cash and cash equivalents on its balance sheet) and non-controlling interests, less the value as of such date of its equity method investments, as applicable) as a multiple of its (a) estimated revenue for the year ended December 31, 2022, which we refer to as “2022E Revenue” and (b) estimated revenue for the year ended December 31, 2023, which we refer to as “2023E Revenue.” Credit Suisse observed that the mean and median multiples for the selected companies were (a) for 2022, approximately 5.5x and 5.2x, respectively, and (b) for 2023, approximately 4.8x and 4.4x, respectively.

Taking into account the results of the selected companies analysis, Credit Suisse applied multiple ranges of 4.5x to 5.5x to the Company’s estimated 2022E Revenue based on the Company Projections and 3.5x to 4.5x to the Company’s estimated 2023E Revenue based on the Company Projections. The selected companies analysis indicated an implied reference range per share of Company common stock, taking into account the Company’s net operating losses as provided by the Company, of $4.21 to $6.05, as compared to the merger consideration in the merger of $6.30.

Selected Transactions Analysis

Credit Suisse also considered the financial terms of certain business combinations and other transactions that Credit Suisse deemed relevant. The selected transactions were selected because the target companies or assets were deemed by Credit Suisse to be similar to the Company in one or more respects. Financial data for the selected transactions were based on public filings, publicly available research analysts’ estimates and other publicly available information.

The selected transactions were:

For each of the selected transactions listed above, Credit Suisse reviewed the target’s enterprise value implied by the transaction as a multiple of the target’s estimated revenue for the twelve months preceding the transaction’s announcement. Credit Suisse observed that the mean and median multiples for the selected transactions were approximately 4.6x and 4.0x, respectively.

Taking into account the results of the selected transactions analysis, Credit Suisse applied a multiple range of 4.5x to 6.5x to the Company’s revenue for the twelve months ended March 31, 2022, based on financial data provided by the Company. The selected transactions analysis indicated an implied reference range per share of Company common stock, taking into account the Company’s net operating losses as provided by the Company, of $3.66 to $5.41, as compared to the merger consideration in the merger of $6.30.

Discounted Cash Flow Analysis

Credit Suisse performed a discounted cash flow analysis with respect to the Company by calculating the estimated net present value of the projected after-tax, unlevered, free cash flows of the Company, treating stock-based compensation as a cash expense, based on the Company Projections. Credit Suisse applied a range of terminal value multiples of 3.0x to 4.0x to the Company’s estimated revenue for year ended December 31, 2026 based on the Company Projections and discount rates ranging from 11.0% to 13.0%, derived from an estimated weighted average cost of capital calculation, to the projected unlevered free cash flows and calculated terminal values. The discounted cash flow analysis for the Company indicated an implied reference range per share of Company common stock, taking into account the Company’s net operating losses as provided by the Company, of $4.52 to $6.87, as compared to the merger consideration in the merger of $6.30.

Certain Additional Information

Credit Suisse also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including the following:

Other Matters

The Company retained Credit Suisse as its financial advisor in connection with the merger based on Credit Suisse’s qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Pursuant to the engagement letter between the Company and Credit Suisse, the Company has agreed to pay Credit Suisse a fee for its services equal to an amount calculated based on the transaction value for the Company implied by the merger consideration, which fee is currently estimated to be approximately $8.5 million, of which $1 million became payable to Credit Suisse upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the merger. In addition, the Company has agreed to reimburse certain of Credit Suisse’s expenses and to indemnify Credit Suisse and certain related parties for certain liabilities and other items arising out of or related to its engagement.

Credit Suisse and its affiliates have in the past provided and currently provide investment banking and other financial advice and services to Parent and its affiliates, including GI Partners and its affiliates, for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having acted or acting (i) as financial advisor to GI Partners and certain of its affiliates and portfolio companies in connection with certain sale and acquisition transactions, (ii) in various roles in connection with securities offerings by GI Partners and certain of its affiliates and portfolio companies and (iii) as a lender or participant in credit facilities of GI Partners and certain of its affiliates and portfolio companies. The foregoing roles for GI Partners and its affiliates during the past two years include, among others, (x) lead arranger, administrative agent, derivative counterparty and/or other financing source in connection with various financing activities undertaken by GI Partners and its affiliates relating to the acquisition by GI Partners of ORBCOMM Inc. announced in April 2021 and (y) financial advisor to Daxko, LLC, a portfolio company of GI Partners, in connection with a recapitalization of Daxko, LLC announced in October 2021. During the two-year period prior to delivery of Credit Suisse’s opinion, Credit Suisse and its affiliates received approximately $10 million from GI Partners for investment banking services unrelated to the merger. In addition, Credit Suisse and certain of its affiliates, and certain of its and their respective employees and certain investment funds affiliated or associated with us, may have invested in investment funds and other vehicles managed or advised by GI Partners and its affiliates. Credit Suisse and its affiliates may in the future provide investment banking and other financial advice and services to the Company, Parent, GI Partners and their respective affiliates for which advice and services Credit Suisse and its affiliates would expect to receive compensation. Credit Suisse is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial advice and services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for our and our affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company and any other company that may be involved in the merger, as well as provide investment banking and other financial advice and services to such companies and their affiliates.

Certain Prospective Financial Information

The Company does not as a matter of course make public projections as to future performance or earnings beyond the current fiscal year and generally does not make public projections for multi-year periods due to, among other things, the inherent difficulty of predicting financial performance for those prolonged periods. In the ordinary course of managing the Company’s business, in mid-2021, the Company’s management prepared a set of long-term financial projections for fiscal year 2022 through fiscal year 2024. In the first quarter of 2022, the Company updated the financial projections in minor respects, including by extending the projections through 2026 (we refer to these projections as the “Original Projections”). At the direction of the Company, the Original Projections through 2025 were shared by Credit Suisse with certain interested parties who had previously submitted a formal indication of interest and were invited to undertake further diligence in connection with the sale process. Following completion of the first quarter of 2022, in late April 2022, the Company’s management updated the forecast in significant respects to reflect adjustments to key assumptions based on major changes in the economy and labor markets. We refer to this set of projections as the “Company Projections.” At the direction of the Company, the Company Projections through 2025 were shared with prospective buyers that were then actively engaged in the process. The Company Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles, which we refer to as “GAAP.” The Company’s independent registered public accounting firm has not compiled, examined, audited, or performed any procedures with respect to the Company Projections, and has not expressed any opinion or any other form of assurance on this information or their achievability.

The table below presents selected elements of the Company Projections, as prepared by Company management and as authorized by the Board on April 20, 2022 for distribution to Credit Suisse for its transmittal to GI Partners and Party A for their consideration in connection with their due diligence. The Board also directed Credit Suisse to use and rely on the Company Projections for purposes of its financial analyses and opinion to the Board, which is described above under the heading “—Opinion of Credit Suisse Securities (USA) LLC.” The table below is included solely to give Company’s shareholders access to certain long-term financial projections that were made available to the Board for its evaluation of the merger and to Credit Suisse for purposes of performing analyses underlying its opinion, and is not included in this proxy statement to influence a Company shareholder’s decision whether to vote to approve the merger agreement or for any other purpose.

The Company Projections, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond the Company’s control. The Company Projections also reflect assumptions as to certain business decisions that are subject to change. Given that the Company Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Company Projections include, but are not limited to, risks and uncertainties pertaining to the Company’s business, including those risks and uncertainties described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the Company Projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. The Company Projections also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Company Projections were prepared. In addition, the Company Projections do not take into account any circumstances, transactions or events occurring after the dates on which the Company Projections were prepared. Accordingly, actual results will differ, and may differ materially, from those contained in the Company Projections. There can be no assurance that the financial results in the Company Projections will be realized, or that future actual financial results will not materially vary from those in the Company Projections.

The inclusion of selected elements of the Company Projections in the table below should not be regarded as an indication that the Company and/or any of its affiliates, officers, directors, advisors or other representatives consider the Company Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. None of the Company and/or its affiliates, officers, directors, advisors or other representatives gives any shareholder of the Company or any other person any assurance that actual results will not differ materially from the Company Projections, and, except as otherwise required by law, the Company and/or its affiliates, officers, directors, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile the Company Projections to reflect circumstances existing after the dates on which the Company Projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the Company Projections are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Company Projections, the Company shareholders are cautioned not to place undue reliance on the Company Projections.

Company Projections

Financing of the Merger

Parent estimates that the total amount of funds required to complete the merger and related transactions, including to pay fees and expenses in connection with the merger, is approximately $500,000,000, will be funded with the proceeds of equity financing, as described below. This amount includes the funds needed to pay the merger consideration due to shareholders under the merger agreement, pay amounts due as of the effective time of the merger in respect of outstanding Company stock options and restricted stock units, pay all fees and expenses related to the transactions contemplated by the merger agreement, pay amounts due to holders of Company warrants who exercise such warrants within 30 days following the completion of the merger, and repay the Company’s existing indebtedness.

In connection with the merger, Parent has entered into the equity commitment letter with the GI Funds, pursuant to which the Company is an express third-party beneficiary and the GI Funds have committed to contribute or cause to be contributed to Parent at the closing of the merger, subject to the conditions set forth therein, an aggregate amount equal to $510,000,000.

Under the merger agreement, the Company has agreed to cooperate with Parent should it attempt to obtain any debt financing for the purpose of funding the transactions contemplated by the merger agreement.

The consummation of the merger is not subject to a financing condition (although the funding of the equity financing is subject to the satisfaction of the conditions set forth in the equity commitment letter under which the equity financing will be provided).

Equity Financing

Parent has entered into the equity commitment letter, pursuant to which the GI Funds have agreed to contribute, directly or indirectly, an aggregate amount equal to $510,000,000 to Parent, which we refer to as the “equity financing,” in exchange for equity interests of Parent.

The funds’ obligations to fund the equity financing are subject to satisfaction of the following conditions:

Limited Guarantee

On April 28, 2022, the funds delivered a limited guarantee, which we refer to as the “limited guarantee,” pursuant to which each fund has agreed to guarantee the due and punctual performance and discharge of the payment of such fund’s pro rata percentage of:

The liability of each fund is several and not joint and the guaranteed obligations of each fund under the limited guarantee are limited to such fund’s pro rata percentage (as set forth for each fund in the limited guarantee) of the guaranteed obligations.

Subject to certain exceptions, the limited guarantee will terminate upon the earliest of:

Closing and Effective Time of the Merger

The closing of the merger will occur on the fourth business day following the satisfaction or waiver of all of the closing conditions set forth in the merger agreement or at such other time, date or place as is agreed to in writing by Parent and the Company. The merger will become effective upon the filing of articles of merger with the Secretary of the Commonwealth of Massachusetts or at such subsequent time or date as Parent and the Company may agree and specify in the articles of merger. We intend to complete the merger as promptly as practicable, subject to receipt of Company shareholder approval and the satisfaction of the other closing conditions. Although we currently expect to complete the merger promptly following the special meeting, we cannot specify when or assure you that all conditions to the merger will be satisfied or waived.

Payment of Merger Consideration and Surrender of Stock Certificates

Promptly, and in any event within three business days, after the effective time of the merger, a letter of transmittal will be mailed to each record holder of shares of Company common stock (other than the excluded shares and dissenting shares) describing how such holder should surrender its shares of Company common stock for the per share merger consideration.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent (described in the section entitled “The Merger Agreement—Payment Procedures” beginning on page 72) without a letter of transmittal.

If your shares of Company common stock are certificated, you will not be entitled to receive the per share merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent and you must also surrender your stock certificate or certificates to the paying agent. If your shares of Company common stock are held in book entry, which we refer to as “uncertificated shares,” surrender of any uncertificated shares will be effected in accordance with the paying agent’s customary procedures with respect to securities that are uncertificated or represented by book entry and no holder of uncertificated shares will be required to deliver a certificate or an executed letter of transmittal to the paying agent in order to receive the merger consideration to which such holder is otherwise entitled under the merger agreement. If ownership of your shares is not registered in the transfer records of the Company, a check for any cash to be delivered will only be issued if the applicable letter of transmittal is accompanied by all documents reasonably required by the Company to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to make an affidavit of the loss, theft or destruction and, if reasonably required by Parent, post a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against Parent with respect to such certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Interests of Company Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the merger agreement, you should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our shareholders generally, as more fully described below. The Board was aware of these interests and considered them, among other matters, in reaching the determination that the terms and conditions of the merger agreement and the merger are fair, advisable and in the best interests of the Company and its shareholders and in making their recommendations regarding approval of the merger agreement as described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 45.

The following discussion sets forth certain of these interests for each person who has served as an executive officer or director of the Company since January 1, 2021.

Please see the section of this proxy statement entitled “The Merger—Interests of Company Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” beginning on page 66 for additional information with respect to the compensation that our named executive officers may receive in connection with the merger.

Interests with Respect to Company Equity

Treatment of Company Stock Awards

Pursuant to the merger agreement, at the effective time of the merger:

Treatment of Warrants

Pursuant to the merger agreement, each warrant to purchase shares of Company common stock that is then unexercised and outstanding will automatically, without any action on the part of the holder, cease to represent a warrant to purchase shares and instead represent a right by the holder upon any subsequent exercise to receive the merger consideration, provided that a holder of a warrant that properly exercises the warrant within 30 days following the public disclosure of the closing of the merger will instead be entitled to receive a payment in cash equal to the Black–Scholes-based value of such warrant in accordance with the terms of such warrant. Three of our directors and one third-party accredited investor hold warrants that were issued or sold in private placements and are not publicly traded. One of our executive officers holds publicly traded warrants.

Treatment of Class A Exchangeable Shares of 1176363 B.C. Ltd. and 1176368 B.C. Ltd.

Each issued and outstanding Class A exchangeable share of each of 1176363 B.C. Ltd., a subsidiary of the Company, and 1176368 B.C. Ltd., a subsidiary of the Company, is exchangeable for one share of Company common stock. Pursuant to the merger agreement, at the effective time of the merger, each issued and outstanding Class A exchangeable share of each of 1176363 B.C. Ltd. and 1176368 B.C. Ltd. will be effectively redeemed and exchanged for the right to receive the merger consideration.

Table of Security Holdings

The following table sets forth for, as of May 13, 2022, for each person who has served as a director or executive officer of the Company since the beginning of our last fiscal year (i) the aggregate number of shares of Company common stock held directly or indirectly, (ii) the aggregate number of shares of 1176363 B.C. Ltd. or 1176368 B.C. Ltd. held directly or indirectly (expressed as the number of shares of Company common stock into which such holdings would be exchangeable), (iii) the aggregate number of shares of Company common stock subject to outstanding restricted stock unit awards, which we refer to as “RSUs,” (iv) the aggregate number of shares of Company common stock subject to unexercised Company stock options, (v) the aggregate number of shares of Company common stock subject to unexercised warrants, and (vi) the estimated value of the foregoing holdings. The values are calculated assuming the price per share of Company common stock is equal to the merger consideration of $6.30 per share, that the value of each outstanding stock option is equal to (x) the number of shares subject to the option, multiplied by (y) the merger consideration less the exercise price of $2.4458 per share, and that the value of each outstanding warrant is equal to (aa) the number of shares subject to the warrant, multiplied by (bb) an estimated Black–Scholes-based value of $0.60 per share covered by the private placement warrants held by our directors or $0.56 per share covered by the public warrants held by Mr. Duffy. The Black–Scholes values in the table below are estimates based on data as of May 12, 2022. The estimated Black–Scholes value is slightly different for the private placement warrants compared to the public warrants due to the existence of a redemption feature in the public warrants that permits the Company to redeem the warrants if the Company’s share price trades above $18.00 per share for a specified period. There is no redemption feature in the private placement warrants. The actual value of the warrants will be calculated using data at the effective time of the merger, derived in accordance with the terms of the warrants.

Company Executive Employment Letter Agreements

Pursuant to the terms of their employment letter agreements, as amended, the Company’s executive officers are generally entitled to specified benefits in the event of the termination of their employment under specified circumstances, including certain terminations following a change in control of the Company. Following is a synopsis of the termination benefits provided under the employment letter agreements, as amended, upon a termination without “cause” or resignation for “good reason” following a change in control. All termination benefits described below are contingent on the executive officer executing and not revoking a release of claims. In addition, all executive officers are subject to certain post-employment restrictive covenants under a Fair Competition Agreement entered into between the executive and the Company.

TJ Parass

Mr. Parass would be entitled to receive:

John J. Curran

Mr. Curran would be entitled to receive:

If Mr. Curran were terminated without cause or were to resign without “good reason” before October 29, 2022, then the 2022 long-term incentive grant (with a target value of $2,000,000) scheduled to be made under his employment agreement prior to December 31, 2022 would vest as follows: (a) 50% would vest three months after the date of termination and (b) 50% would vest six months after the date of termination.

David Farrell

Mr. Farrell would be entitled to receive:

James Ha

Mr. Ha would be entitled to receive:

Justin Kerr

Mr. Kerr is not entitled to severance benefits under the terms of his employment letter agreement.

Craig Ross

Mr. Ross would be entitled to receive:

Michael Duffy

Mr. Duffy would be entitled to receive:

Joel Mahoney

Mr. Mahoney would be entitled to receive:

Omar Salaymeh

Mr. Salaymeh would be entitled to receive:

Jon C. Bourne

Mr. Bourne’s employment would be entitled to receive:

Katerina Goros

Ms. Goros would be entitled to receive:

Earn-out

Pursuant to the Company’s 2019 business combination agreement with the former owners of CityBase, the Company retained certain contingent earn-out obligations that, upon fulfillment, would result in the Company having payment obligations to such former owners. Pursuant to the merger agreement, Parent may, but is not required to, expressly assume the earn-out obligations set forth in the 2018 business combination agreement with the former owners of CityBase. In the event that Parent does elect to expressly assume the CityBase earn-out obligation, the Company has agreed to cooperate with Parent to facilitate such assumption. Director Charles E. Wert was a former shareholder of CityBase and retains the right to his portion of the CityBase earn-out if and when paid.

Company Cash Retention Pool

Pursuant to the merger agreement, the Company may increase salaries and grant cash awards to the existing and new employees, officers and directors in an amount that will not exceed $300,000 in the aggregate on an annualized basis across all such employees, officers and directors for the purpose of recruiting, retention and performance. As of the date hereof, the Company has committed to use $50,000 of such amount on behalf of certain of the Company’s executive officers.

Employee Benefits

For a period of one year following the effective time of the merger (or, if shorter, during the employee’s employment), Parent, with certain exceptions, generally must provide, or must cause to be provided, certain benefits and compensation at levels that are no less favorable, or substantially comparable in the aggregate, as applicable, than that provided to each Company employee by the Company and its subsidiaries immediately prior to the effective time of the merger.

Other than as agreed to by a Company employee, from and after the effective time of the merger, Parent will cause the Company and its subsidiaries to honor, without amendment, all employment, severance and income continuity programs, plans or agreements between the Company or its subsidiaries and any employee of the Company and its subsidiaries including bonuses, incentives or severance payments in existence on the date of the merger agreement.

For a more detailed description of these provisions of the merger agreement, please see the section of this proxy statement entitled “The Merger Agreement—Additional Agreements of the Parties to the Merger Agreement—Employee Benefits” on page 84.

Indemnification of Directors and Officers

For a period of six years from and after the effective time of the merger, Parent must cause the surviving corporation to indemnify and hold harmless, to the fullest extent permitted applicable laws, each present and former director and officer of the Company and its subsidiaries, who we refer to as an “indemnified party,” against all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or relating to such indemnified party’s service as a director or officer of the Company or any of its subsidiaries or services performed by such indemnified party at the request of the Company or one of its subsidiaries prior to the effective time of the merger, solely to the extent provided under the articles of organization or bylaws of the Company or any of its subsidiaries, or under any applicable contracts, in each case that were in effect as of April 28, 2022. Each indemnified party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding or investigation from the surviving corporation, provided that any indemnified party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking to repay such advances if it is ultimately determined that such indemnified party is not entitled to indemnification.

Parent has also agreed to either:

Notwithstanding the foregoing, the Company may, prior to the effective time of the merger, elect to purchase its own “tail” policy as long as such “tail” policy does not cost more than the maximum premium.

For a more detailed description of these provisions of the merger agreement, please see the section of this proxy statement entitled “The Merger Agreement—Additional Agreements of the Parties to the Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” on page 85.

Intent to Vote in Favor of the Merger

As of the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [—] shares of Company common stock, representing approximately [—]% of the outstanding shares of Company common stock on the record date.

Concurrently with the entry into the merger agreement, all of the directors and certain of the executive officers, collectively owning approximately 13% of the outstanding shares of Company common stock, entered into the voting agreements, which we refer to as “voting agreements,” with Parent. Pursuant to the voting agreements, such directors and executive officers have agreed to, among other things, vote all shares of capital stock of the Company that they beneficially own in favor of approving the merger agreement and the transactions contemplated thereby, including the merger.

All of the directors and executive officers entitled to vote on the proposals have informed the Company that they currently intend to vote all of their shares of Company common stock (i) “FOR” the proposal to approve the merger agreement; (ii) “FOR” approval of the nonbinding merger-related compensation proposal; and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers that is based on or otherwise relates to the merger and that will or may become payable to the Company’s named executive officers at the consummation of the merger or upon a qualifying termination of employment that occurs following the merger, assuming (i) the closing occurs on July 1, 2022; (ii) each of the Company’s named executive officers experiences a qualifying termination on such date; (iii) the Company’s named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing; (iv) Company RSU awards held by the named executive officers that are outstanding as of the date hereof do not otherwise vest prior to the completion of the merger; (v) for purposes of determining the value of Company RSU awards, the value of a share of Company common stock is equal to the merger consideration of $6.30 per share; (vi) none of the Company’s named executive officer receives any additional equity grants prior to completion of the merger; and (viii) each of the Company’s named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits described below. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below.

The payments described in the table below are made pursuant to the arrangements described above in the section entitled “The Merger—Interests of Company Directors and Executive Officers in the Merger.”

Accounting Treatment

The merger will be accounted for using the acquisition method of accounting by Parent as a “business combination.”

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

The following is a summary of material U.S. federal income tax consequences of the merger that may be relevant to “U.S. holders” and “non-U.S. holders” (both terms defined below) whose shares of our common stock are converted into the right to receive cash pursuant to the merger. This summary is for information purposes only and is not tax advice. It does not purport to consider all aspects of U.S. federal income taxation that might be relevant for holders of our common stock. This summary is based on the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the applicable U.S. Treasury regulations promulgated under the Code, published rulings by the Internal Revenue Service, which we refer to as the “IRS,” and judicial authorities and administrative decisions, all as in effect as of the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary does not address the consequences of any proposed changes in applicable laws. Any change or differing interpretation could alter the tax consequences to the holders described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the merger.

For purposes of this summary, the term “U.S. holder” means a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

As used herein, a “non-U.S. holder” means a beneficial owner of shares of our common stock that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is the beneficial owner of our common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A partner in a partnership holding our common stock should consult the partner’s tax advisor regarding the U.S. federal income tax consequences of the merger to such partner.

This summary applies only to holders who hold shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address or consider all of the U.S. federal income tax consequences that may be applicable to holders of our common stock in light of their particular circumstances. For instance, this summary does not address the alternative minimum tax or the tax consequences to shareholders who validly exercise dissenters’ rights under the MBCA. In addition, this summary does not address the U.S. federal income tax consequences of the merger to holders who are subject to special treatment under U.S. federal income tax rules, including, for example, banks and other financial institutions; insurance companies; securities dealers or broker-dealers; mutual funds; traders in securities who elect to use the mark-to-market method of accounting; tax-exempt investors; S corporations; holders classified as partnerships or other flow-through entities under the Code; U.S. expatriates; holders who hold their shares of our common stock as part of a hedge, straddle, conversion transaction, or other integrated investment or constructive sale transaction; holders whose functional currency is not the U.S. dollar; and holders who acquired their shares of our common stock through the exercise of Company stock options or otherwise as compensation. In addition, this summary does not address the impact of the Medicare contribution tax, any aspects of foreign, state, local, estate, gift, or other tax laws (or any U.S. federal tax laws other than those pertaining to income tax) that may be applicable to a particular holder in connection with the merger.

Further, this summary does not address any tax consequences of the merger to holders of stock options, restricted stock unit awards or performance-based restricted stock unit awards whose awards are cancelled in exchange for cash or cash-based awards pursuant to the merger. Such holders of stock options, restricted stock unit awards or performance-based restricted stock unit awards should consult their tax advisors regarding the tax consequences of the merger to them.

U.S. Holders

A U.S. holder’s receipt of the per share merger consideration in exchange for shares of our common stock will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of common stock are converted into the right to receive cash pursuant to the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before deduction of any applicable withholding taxes) with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. The amount of gain or loss must be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered by the U.S. holder in the merger. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for such shares is more than one year at the effective time of the merger. Long-term capital gains recognized by individual and certain other non-corporate U.S. holders are generally taxed at preferential U.S. federal income tax rates. A U.S. holder’s ability to deduct capital losses may be limited.

Non-U.S. Holders

Cash received in the merger by a non-U.S. holder generally will not be subject to U.S. withholding tax (other than potentially to backup withholding tax, as discussed below) and will not be subject to U.S. federal income tax unless:

Backup Withholding and Information Reporting

A U.S. holder may be subject to backup withholding on all payments to which such U.S. holder is entitled in connection with the merger, unless the U.S. holder provides its correct taxpayer identification number and complies with applicable certification procedures or otherwise establishes an exemption from backup withholding. In addition, if the paying agent is not provided with a U.S. holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. holder may be subject to certain penalties imposed by the IRS. Each U.S. holder should complete and sign the IRS Form W-9 included as part of the letter of transmittal and timely return it to the paying agent in order to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Certain non-U.S. holders may also be subject to backup withholding unless they establish an exemption from backup withholding in a manner satisfactory to the paying agent (such as by completing and signing an appropriate IRS Form W-8) and otherwise comply with the backup withholding rules. Non-U.S. holders should consult their own tax advisors regarding these matters.

Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules will generally be allowable as a refund or credit against a holder’s U.S. federal income tax liability, provided that certain required information is timely furnished to the IRS.

Payments made pursuant to the merger will also be subject to information reporting unless an exemption applies.

This summary is provided for general information only and is not tax advice. The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each shareholder should consult the shareholder’s tax advisor regarding the applicability of the rules discussed above to the shareholder and the particular tax effects to the shareholder of the merger in light of such shareholder’s particular circumstances and the application of state, local, foreign, estate, gift and other tax laws (or any U.S. federal tax laws other than those pertaining to income tax).

Regulatory Approvals

The merger is subject to the reporting and waiting period requirements of the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended. Notification and Report Forms were filed with the Antitrust Division of the Department of Justice and the Federal Trade Commission on May 11, 2022, and the applicable waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 is expected to expire at 11:59 p.m. Eastern Daylight Time on June 10, 2022. Under the terms of the merger agreement, the merger cannot be consummated if any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any order, executive order, temporary restraining order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which has the effect of making the merger illegal or otherwise prohibiting consummation of the merger.

THE MERGER AGREEMENT (PROPOSAL 1)

The following is a summary of the material terms and conditions of the merger agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement is included to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub were qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing as facts the matters described therein. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by the matters contained in a disclosure letter that the Company delivered to Parent in connection with the merger agreement, which we refer to as the “Company Disclosure Letter” and which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and such subsequent developments or new information may not be included in this proxy statement.

The Merger

Upon the terms and subject to the conditions of the merger agreement, Merger Sub, a wholly owned subsidiary of Parent, will merge with and into the Company, with the Company continuing as the surviving corporation of the merger. As a result of the merger, the separate corporate existence of Merger Sub will cease, and the Company will become a wholly owned subsidiary of Parent. We sometimes refer to the Company after the consummation of the merger as the “surviving corporation.” The articles of organization of the Company will be amended and restated in their entirety by virtue of the merger, to read as set forth on an exhibit to the merger agreement. The bylaws of the Company will also be amended and restated in their entirety so that, immediately following the effective time of the merger, they are identical to the bylaws of Merger Sub as in effect immediately prior to the effective time of the merger, except that all references to the name of Merger Sub will be changed to refer to the Company. The directors of Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation. The officers of the Company immediately prior to the effective time of the merger will be the initial officers of the surviving corporation.

Closing and Effective Time of the Merger

The closing of the merger will occur on the fourth business day following the satisfaction or waiver of all of the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of such conditions) or at such other time, date or place as is agreed to in writing by Parent and the Company. The merger will become effective upon the filing of articles of merger with the Secretary of the Commonwealth of Massachusetts or at such subsequent time or date as Parent and the Company may agree and specify in the articles of merger. We intend to complete the merger as promptly as practicable, subject to receipt of Company shareholder approval and the satisfaction of the other closing conditions. Although we currently expect to complete the merger promptly following the special meeting, we cannot specify when or assure you that all conditions to the merger will be satisfied or waived.

Merger Consideration

At the effective time of the merger, each issued and outstanding share of Company common stock, other than excluded shares and dissenting shares, will be cancelled and automatically converted into the right to receive $6.30 in cash, without interest and subject to deduction for any required tax withholding, which we refer to as the “merger consideration” or the “per share merger consideration.”

The merger consideration will be equitably adjusted to reflect fully the effect of any reclassification, stock split (including a reverse split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction after the date of the merger agreement and prior to the effective time of the merger.

Any shares of Company common stock owned by the Company as treasury stock or by Parent or Merger Sub will be cancelled and no consideration will be delivered for such shares, which we refer to as the “excluded shares.” Any dissenting shares will be entitled only to the payment provided to a holder of dissenting shares by Section 13.02 of the MBCA. The rights of holders of dissenting shares are discussed more fully under the section of this proxy statement entitled “Appraisal Rights” beginning on page 98.

Payment Procedures

Prior to the effective time of the merger, Parent will designate a national bank or trust company reasonably acceptable to the Company to act as agent, which we refer to as the “paying agent,” for the payment of the per share merger consideration payable to the holders of shares of Company common stock (other than excluded shares and dissenting shares). On the closing date of the merger, Parent will deposit, or will cause to be deposited, with the paying agent, in trust for the benefit of the holders of shares of Company common stock (other than excluded shares and dissenting shares) at the effective time of the merger, a cash amount necessary for the paying agent to pay the aggregate merger consideration pursuant to the merger agreement, which cash amount we refer to as the “exchange fund.” The paying agent will invest the exchange fund as directed by Parent, except that investments are limited to direct short-term obligations of, or short-term obligations fully guaranteed by, the United States of America, commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion. Any interest and other income resulting from such investment will become a part of the exchange fund, and any amounts in excess of the cash amount necessary to pay the aggregate merger consideration pursuant to the merger agreement will be promptly returned to the surviving corporation. No investment losses resulting from investment of the exchange fund will diminish the rights of any of the holders of shares of Company common stock at the effective time of the merger to receive such payments. To the extent that there are losses with respect to any such investments or the exchange fund diminishes for any reason below the level required to make prompt cash payment of the aggregate merger consideration pursuant to the merger agreement, Parent must, or must cause the surviving corporation to, as promptly as reasonably practicable replace or restore the cash in the exchange fund so as to ensure that the exchange fund is at all times until the first anniversary of the closing of the merger maintained at a level sufficient to make such payments.

Within three business days after the effective time of the merger, the surviving corporation will cause the paying agent to mail to each holder of record of a certificate representing shares of Company common stock, which we refer to as a “certificate” (other than holders of excluded shares and dissenting shares), a letter of transmittal in customary form and instructions for use in effecting the surrender of the certificates in exchange for the per share merger consideration. Upon surrender of a certificate to the paying agent in accordance with the terms of such duly executed letter of transmittal, the holder of such certificate will be entitled to receive in exchange therefor, subject to any applicable withholding, a cash amount equal to the number of shares of Company common stock represented by such certificate multiplied by the per share merger consideration, and the surrendered certificate will be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the certificates. In the event of a transfer of ownership of shares of Company common stock that is not registered in the transfer records of the Company, payment of any per share merger consideration to be exchanged upon due surrender of the certificate may be made to such transferee if the certificate formerly representing such shares of Company common stock is presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Any holder of non-certificated book-entry shares of Company common stock, which we refer to as “book-entry shares,” will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the per share merger consideration. Instead, each holder of record of one or more book-entry shares (other than holders of excluded shares and dissenting shares) will automatically upon the effective time of the merger be entitled to receive, and upon receipt by the paying agent of such documentation, if any, as the paying agent may reasonably request, Parent will, or will cause the surviving corporation to, cause the paying agent to pay and deliver, as soon as reasonably practicable after the effective time of the merger, subject to any applicable withholding, the applicable per share merger consideration in respect of each share of Company common stock formerly represented by such book-entry shares and the book-entry shares so exchanged will be cancelled. Payment of the per share merger consideration with respect to book-entry shares will only be made to the person in whose name such book-entry shares are registered. No interest will be paid or accrued on any amount payable in respect of book-entry shares.

At the effective time of the merger, the stock transfer books of the Company will be closed and there will be no further registrations of transfer on the stock transfer books of the Company of the shares of Company common stock that were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, any certificate is presented to the surviving corporation, Parent or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to the merger agreement, subject to any applicable withholding.

Any portion of the exchange fund (including the proceeds of its investments) that remains unclaimed by the shareholders of the Company for one year after the effective time of the merger will be delivered to the surviving corporation. Any per share merger consideration remaining unclaimed by holders of shares of Company common stock immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the fullest extent permitted by applicable law, become the property of the surviving corporation, free and clear of any claims or interest of any person previously entitled thereto.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Parent or the paying agent, the posting by such person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it or the surviving corporation with respect to such certificate, the paying agent will pay such person the amount equal to the number of shares of Company common stock represented by such lost, stolen or destroyed certificate multiplied by the per share merger consideration.

You should not send your certificates (if any) to the paying agent until you have received transmittal materials from the paying agent. Do not return your certificates (if any) with the enclosed proxy.

Appraisal Rights

If the merger is completed, shares of Company common stock issued and outstanding immediately prior to the effective time of the merger that are held by a shareholder who is entitled to, and has perfected, appraisal rights for such shares of Company common stock in accordance with the MBCA (if such provisions of the MBCA are determined to be applicable), which we refer to as the “dissenting shares,” will not be converted into or represent the right to receive merger consideration in accordance with the merger agreement. Holders of dissenting shares will be entitled only to such rights as are granted by the MBCA to a holder of dissenting shares. The rights of holders of dissenting shares are discussed more fully under the section of this proxy statement entitled “Appraisal Rights” beginning on page 98.

If any dissenting shares lose their status as such (through failure to perfect, withdrawal or otherwise), or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Part 13 of the MBCA, then, as of the later of the effective time of the merger or the date of loss of such status, such shares will be deemed to have been converted as of the effective time of the merger into the right to receive the merger consideration in accordance with the merger agreement, without interest, and will not thereafter be deemed to be dissenting shares.

The Company must give Parent (i) prompt notice of any written demand for appraisal received by the Company prior to the effective time of the merger pursuant to Part 13 of the MBCA, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the effective time of the merger pursuant to Part 13 of the MBCA that relates to such demand and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demand, notice or instrument. The Company may not settle or pay or make any payment or settlement offer prior to the effective time of the merger with respect to any such demand, notice or instrument or agree to do any of the foregoing unless Parent has given its written consent to such settlement, payment or settlement or payment offer.

Treatment of Company Stock Awards

Pursuant to the merger agreement, at the effective time of the merger:

Treatment of Warrants

Pursuant to the merger agreement, each warrant to purchase shares of Company common stock that is then unexercised and outstanding will automatically, without any action on the part of the holder, cease to represent a warrant to purchase shares and instead represent a right by the holder upon any subsequent exercise to receive the merger consideration, provided that a holder of a warrant that properly exercises the warrant within 30 days following the public disclosure of the closing of the merger will instead be entitled to receive a Black–Scholes-based value of such warrant in accordance with the terms of such warrant.

Treatment of Class A Exchangeable Shares of 1176363 B.C. Ltd. and 1176368 B.C. Ltd.

Each issued and outstanding Class A exchangeable share of each of 1176363 B.C. Ltd., a subsidiary of the Company, and 1176368 B.C. Ltd., a subsidiary of the Company, is exchangeable for one share of Company common stock. Pursuant to the merger agreement, at the effective time of the merger, each issued and outstanding Class A exchangeable share of each of 1176363 B.C. Ltd. and 1176368 B.C. Ltd. will be effectively redeemed and exchanged for the right to receive the merger consideration.

Representations and Warranties

In the merger agreement, the Company made representations and warranties to Parent and Merger Sub, including those relating to:

In the merger agreement, Parent and Merger Sub made representations and warranties to the Company, including those relating to:

Definition of Company Material Adverse Change

Many of the representations and warranties made by the Company in the merger agreement and certain conditions to the performance by Parent and Merger Sub of their obligations under the merger agreement are qualified by reference to whether the item in question would have a “Company Material Adverse Change.” The merger agreement provides that a “Company Material Adverse Change” means any adverse fact, event, change, effect, development, or occurrence (each of which we refer to as a “change”) that, when considered individually or in the aggregate with all such other changes, is or would be reasonably likely to be materially adverse to (i) the ability of the Company to timely perform its obligations under, and consummate the transactions contemplated by, the merger agreement, or (ii) the business, financial condition, assets, liabilities or results of operations of the Company and its subsidiaries taken as a whole. However, no change resulting from the following will constitute or be taken into account in determining whether there has been a “Company Material Adverse Change”:

Notwithstanding the foregoing, changes described in the first, second, fourth, fifth and sixth bullets above will be taken into account in determining whether there has been a “Company Material Adverse Change” to the extent of any disproportionately adverse effect such change has had on the Company and its subsidiaries relative to other companies in the Company’s industry.

Covenants Relating to the Interim Operations of the Company’s Business

Except as otherwise expressly contemplated or required by the merger agreement, as required by applicable law or by any agreement, plan or arrangement in effect on the date of the merger agreement and made available to Parent (or not required by the terms of the merger agreement to be made available to Parent) as set forth in the Company Disclosure Letter, or with Parent’s prior written consent, during the period beginning on the date of the merger agreement and ending at the effective time of the merger, the Company will, and will cause each of its subsidiaries to, conduct its business in all material respects in the ordinary course of business and use commercially reasonable efforts to preserve its business organization intact, to maintain existing relations with customers, suppliers, partners and other third parties with whom the Company and its subsidiaries have business relationships, and to keep available the services of its current officers and employees. Furthermore, except as otherwise required by the merger agreement, as Parent may approve in writing, as required by applicable laws or any governmental entity, in connection with the redemption of the Class A exchangeable shares of 1176363 B.C. Ltd. and 1176368 B.C. Ltd. in accordance with articles of each corporation, or as set forth in the Company Disclosure Letter, until the effective time of the merger, the Company will not, and will not permit any of its subsidiaries to, do any of the following:

Covenants Relating to the Conduct of Parent’s and Merger Sub’s Business

Except as otherwise expressly contemplated or required by the merger agreement or as required by applicable law, during the period beginning on the date of the merger agreement and ending at the earlier to occur of the effective time of the merger or the termination of the merger agreement:

Restrictions on Solicitation of Other Offers

Under the merger agreement, until the effective time of the merger, neither the Company nor any of its subsidiaries may, and the Company must cause its and its subsidiaries’ directors, officers and other representatives not to, and must use reasonable best efforts to cause its respective representatives not to, directly or indirectly:

However, subject to compliance with the merger agreement, if at any time prior to the time Company shareholder approval is obtained, (i) solely in response to an unsolicited bona fide written acquisition proposal made after the date of the merger agreement that did not result from a breach of these restrictions, (ii) for purposes of the first, third, and fourth bullets below, if the Board determines, in good faith, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, and (iii) for purposes of the first and fourth bullets below, if the Board has determined in good faith after consultation with its financial advisor and its outside legal counsel that such acquisition proposal either constitutes a superior proposal or would be reasonably likely to result in a superior proposal, then the Company may:

An “acquisition proposal” means any proposal or offer with respect to, in a single transaction or series of related transactions:

in each case other than the transactions contemplated by the merger agreement.

A “superior proposal” means a bona fide “acquisition proposal” (as defined above, but with each reference to “20%” replaced by “50%”) that the Board has determined in its good faith judgment (i) would, if consummated, result in a transaction more favorable to the shareholders of the Company (in their capacities as such) from a financial point of view, than the transaction contemplated by the merger agreement, taking into account all relevant factors and (ii) is reasonably likely to be completed on the terms proposed.

The Company must promptly notify Parent of the Company’s receipt of any written acquisition proposal or any offer that would reasonably be expected to lead to an acquisition proposal, including the material terms and conditions of any such acquisition proposal. The Company must promptly provide Parent with unredacted copies of such proposal, offer, inquiry or request that is in writing and copies of any other material documents evidencing or specifying the terms and conditions of such proposal. Thereafter, the Company must keep Parent reasonably informed of the status and terms of any such proposal and the status of any such discussions or negotiations.

Nothing contained in the merger agreement prohibits the Company, any of its subsidiaries, or the Board from:

However, in no event may the Board make a change of recommendation except to the extent expressly permitted by, and in accordance with, the provisions of the merger agreement described below.

Under the merger agreement, the Company agreed to, and agreed to cause its and its subsidiaries’ directors, officers and senior management, and to direct and cause its other representatives to, except with respect to Parent and Merger Sub:

Restrictions on Changes of Recommendation to Company Shareholders

Under the merger agreement, the Board must submit the merger agreement to the Company’s shareholders for approval and must recommend that the Company’s shareholders vote in favor of approving the merger agreement. Prior to the effective time of the merger, neither the Board nor any committee thereof may withhold, withdraw, qualify, amend or modify (or publicly propose or resolve to withhold, withdraw, qualify, amend or modify), in each case, in a manner adverse to Parent, the Board’s recommendation to the Company’s shareholders that they approve the merger agreement, which we refer to as the “Company recommendation” (any such change being referred to herein as a “change of recommendation”).

However, prior to the time that Company shareholder approval is obtained, the Board may (i) effect a change of recommendation in response to a superior proposal or (ii) effect a change of recommendation (other than the adoption, approval, endorsement or recommendation of, or public proposal to adopt, approve, endorse or recommend, any acquisition proposal) in response to an intervening event if (in the case of either clause (i) or (ii)):

Additional Agreements of the Parties to the Merger Agreement

Proxy Statement; Company Shareholder Approval

Promptly following the Company’s receipt of notice from the SEC that the SEC has completed its review of this proxy statement (or, if the SEC does not inform the Company that it intends to review this proxy statement on or before the tenth calendar day following the filing of this proxy statement, promptly following such tenth calendar day), the Company is obligated to take all action necessary to duly call, give notice of, convene and hold a meeting of the shareholders of the Company, which we refer to as the “special meeting,” to consider and vote upon the approval of the merger agreement.

However, the Board is permitted to adjourn, delay or postpone the special meeting in accordance with applicable law (but not beyond the outside date, which is described below):

Except to the extent that the Board will have effected a change of recommendation in accordance with the merger agreement, the Board must (i) recommend to the Company’s shareholders that they approve the merger agreement and (ii) include such recommendation in this proxy statement.

Antitrust Matters

Parent must take any and all steps necessary to avoid or eliminate each and every objection that may be asserted by any government antitrust entity so as to enable the closing to occur expeditiously. Such steps would include proposing, negotiating, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of, or holding separate, such of Parent’s or the Company’s assets, properties or businesses as necessary to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order which would have the effect of preventing the consummation of the transactions contemplated by the merger agreement. In addition, Parent must defend through litigation, including through appeal, any claim asserted in court or administrative proceeding by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the closing of the merger.

Access to Information

Until the effective time of the merger and upon reasonable notice, the Company and its subsidiaries (i) will afford to Parent and Parent’s representatives reasonable access, during normal business hours and in a manner that does not unreasonably interfere with the normal business or operations of the Company or its subsidiaries, to its employees, properties, books, contracts and records (ii) furnish promptly all information concerning its respective business, properties and personnel, in each case as Parent may reasonably request.

Delisting of Company Common Stock

Each of the parties to the merger agreement have agreed to cooperate with the other parties to use their reasonable best efforts to take or cause to be taken, prior to the closing date, all actions reasonably necessary, proper or advisable to enable the delisting by the surviving corporation of Company common stock from the Nasdaq Stock Market and the deregistration of Company common stock under the Exchange Act, as promptly as practicable after the effective time of the merger.

Public Disclosure

Except as may be required by law or stock market regulations, Parent and the Company must consult with the other party before issuing any press releases or otherwise making any public announcements with respect to the transactions contemplated by the merger agreement that is not limited to previously approved statements.

Employee Benefits

For a period of one year following the effective time of the merger or such shorter period of post-merger employment of an individual employed by the Company or any of its subsidiaries immediately prior to the effective time of the merger and who remains employed by the Company or any of its subsidiaries immediately following the effective time of the merger, which we refer to as a “Company employee,” the Company and Parent have agreed with each other to provide, or cause to be provided, to each such Company employee (i) a base salary or regular hourly wage, as applicable, that is not less than the base salary or regular hourly wage provided to such employee by the Company and its subsidiaries immediately prior to the effective time of the merger, (ii) short-term target cash bonus opportunities including annual and quarterly bonus opportunities and sales commission opportunities (but excluding any change in control, transaction, equity or equity-based compensation, long-term incentive or retention benefits) that are no less favorable to such employees than those provided to such employees by the Company and its subsidiaries immediately prior to the effective time of the merger and having performance targets determined in good faith by Parent after consultation with management, (iii) pension and welfare benefits and perquisites (excluding any defined benefit pension, non-qualified deferred compensation or post-retirement or retiree medical benefits) that are substantially comparable in the aggregate to those provided by the Company and its subsidiaries immediately prior to the effective time of the merger, and (iv) severance benefits that are no less favorable than those set forth in the Company’s severance agreements with such employees that were disclosed to Parent, in each case other than as agreed to by the Company employee. Within the six-month period immediately following the effective time of the merger, Parent will cause the Company and its subsidiaries to review cash compensation rates of such employees against market compensation data and will consider in good faith adjustments to such rates taking into account such data.

Parent has also agreed with the Company to, or to cause the Company or its subsidiaries to, with respect to any employee benefit plans maintained by Parent or any of its subsidiaries in which a Company employee is eligible to participate as of the effective time of the merger, use commercially reasonable efforts to (a) recognize each Company employee’s prior service with the Company and its subsidiaries for purposes of determining eligibility to participate, vesting, accruals and entitlement to benefits, except where such credit would result in duplication of benefits or would result in benefit accruals under any defined benefit pension plan or impact levels of benefits under any post-retirement or post-employment health or welfare plan; (b) waive any eligibility waiting periods and evidence of insurability requirements; and (c) provide credit for any co-payments and deductibles incurred prior to the effective time of the merger for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements.

From and after the effective time of the merger, Parent and the Company have agreed with each other to honor, in accordance with their terms without amendment, all employment, severance and income continuity programs, plans or agreements between the Company or its subsidiaries and any employee of the Company and its subsidiaries including bonuses, incentives or severance payments in existence on the date of the merger agreement, other than as agreed to by the Company employee.

From and after the effective time of the merger, Parent has agreed with the Company to cause the surviving corporation or the Company benefit plans to, provide or pay when due to a Company employee and any beneficiaries and dependents thereof all benefits and compensation pursuant to the Company benefit plans in effect on the date of the merger agreement, in each case to the extent earned or accrued through, and to which such individuals are entitled as of, the effective time of the merger in accordance with the terms of such Company benefit plans.

Parent acknowledged in the merger agreement that a “change in control” or “change of control” within the meaning of the Company omnibus incentive plan will occur upon the effective time of the merger.

Notwithstanding anything to the contrary in the merger agreement, with respect to each individual currently or formerly employed by the Company or any of its subsidiaries in Canada, the Company and its subsidiaries will continue to be bound by the exact same terms of any employment and post-employment obligations actually or contingently owing to such individual by the Company or its subsidiaries immediately prior to the effective time of the merger, to the extent required by applicable law or contract. The Company and its subsidiaries, will be solely liable for any and all amounts payable in respect of such terms of employment and post-employment obligations, including those arising as a result of changes made by the Company or its subsidiaries to such terms of employment and post-employment obligations.

Nothing in the merger agreement conferred upon any employee or other service provider any right to employment or engagement, continued employment or engagement, or any term or condition of employment or engagement, with Parent, Company or their respective affiliates. In no event will the terms of the merger agreement actually, or be deemed to, establish, amend, or modify any employee benefit plan or any other compensation or benefit plan, policy, program, agreement or arrangement maintained or sponsored by Parent, Company or their respective affiliates. Nothing in the merger agreement created any third-party beneficiary rights in any current or former employee, director, officer, independent contractor or other service provider of the Company or any of its affiliates (or any beneficiaries or dependents thereof).

Expenses

The surviving corporation will pay all charges and expenses, including those of the paying agent in connection with the payment of the per share merger consideration payable to the holders of shares of Company common stock. Except for costs and expenses relating to antitrust matters, directors’ and officers’ liability insurance, the Company termination fee, and the Parent termination fee, whether or not the merger is consummated, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expense.

Indemnification; Directors’ and Officers’ Insurance

For a period of six years after the effective time of the merger, Parent must cause the surviving corporation to indemnify and hold harmless, to the fullest extent permitted under applicable laws, each present or former director or officer of the Company and its subsidiaries, who we refer to as an “indemnified party,” against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or relating to such indemnified party’s service as a director or officer of the Company or any of its subsidiaries or services performed by such indemnified party at the request of the Company or one of its subsidiaries prior to the effective time of the merger, solely to the extent provided under the articles of organization or bylaws of the Company or any of its subsidiaries, or under any applicable contracts, in each case that were in effect as of the date of the merger agreement. Each indemnified party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding or investigation from the surviving corporation as long as the indemnified party to whom expenses are advanced makes an undertaking to repay such advances if it is ultimately determined that such indemnified party is not entitled to indemnification.

Prior to the effective time, the Company is required to, and if the Company is unable to, Parent must cause the surviving corporation to, obtain and fully pay the premium for the extension of the Company’s directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies, in each case, for a claims reporting or discovery period of at least six years after closing, provided, that the aggregate one-time premium cost of such extended coverage must not exceed 300% of the annual premiums currently paid by the Company for such insurance (which we refer to as the “maximum premium”). If the Company and the surviving corporation are for any reason unable to obtain such “tail” insurance policies, Parent has agreed to maintain in effect for six years from the effective time of the merger the Company’s existing directors’ and officers’ liability insurance policy with respect to matters existing or occurring at or prior to the effective time of the merger (including the transactions contemplated by the merger agreement), so long as the annual premiums would not exceed the maximum premium.

In the event Parent or the surviving corporation or any of their respective successors or assigns (i) consolidates with or merges into any other corporation or entity and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person or entity, then, and in each such case, proper provisions will be made so that the successors and assigns of Parent or the surviving corporation, as the case may be, will assume all of the obligations described above.

Parent will be obligated to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any indemnified party in enforcing the indemnity and other obligations described above.

Takeover Statutes

If any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation is or may become applicable to any of the transactions contemplated by the merger agreement, each of Parent, Merger Sub, the Company and members of their respective boards of directors must, to the fullest extent practicable, grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by the merger agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

Control of Operations

Nothing contained in the merger agreement will give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the effective time of the merger. Prior to the effective time of the merger, the Company must exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision over its operations.

Section 16 Matters

The Company and Parent each must take all such steps as may be necessary or appropriate to ensure that any dispositions of shares of Company common stock resulting from the merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the effective time of the merger are exempt under Rule 16b-3 promulgated under the Exchange Act.

Financing Matters

The Company, its affiliates, and their respective representatives have no responsibility for any financing that Parent may raise in connection with the merger, and Parent’s obligation to consummate the merger is not subject to any financing condition.

Prior to the closing of the merger, the Company must, must cause its subsidiaries to, and must use its reasonable best efforts to cause its and their respective representatives to, at Parent’s sole cost and expense, provide to Parent and its subsidiaries all cooperation as is customary and reasonably requested by Parent that is necessary in connection with the arrangement of one or more senior secured debt financings incurred by Parent or its affiliates in connection with the transactions contemplated by the merger agreement, which cooperation may consist of:

Notwithstanding the foregoing, neither the Company nor any of its subsidiaries will be required to:

Nothing in the requested cooperation described above will require the Company to agree to pay any fees, reimburse any expenses or give any indemnities or incur any other liability or obligation prior to the effective time of the merger. Parent must promptly reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its subsidiaries and their representatives in connection with such cooperation. Parent and Merger Sub must indemnify and hold harmless the Company, its affiliates, and their respective representatives from and against any and all losses or damages suffered or incurred by them in connection with any such financing (except to the extent arising from the Company’s or its representatives’ fraud, bad faith, gross negligence or willful misconduct).

Cooperation with respect to Assumption of Continuing Liabilities

Pursuant to the Company’s 2018 business combination agreements with the former owners of CityBase and eCivis, two of the Company’s current subsidiaries, the Company retains certain contingent earn-out obligations that, upon fulfillment of certain conditions set forth in such agreements, the Company may have payment obligations to such former owners. Pursuant to the merger agreement, Parent may, but is not required to, expressly assume the earn-out obligations set forth in the 2018 business combination agreement with the former owners of CityBase. In the event that Parent does elect to expressly assume the CityBase earn-out obligation, the Company has agreed to cooperate with Parent to facilitate such assumption. In the event that the CityBase earn-out obligation is not assumed by Parent and the merger is consummated, any amounts payable under the earn-out will not be an obligation of the Company’s pre-closing shareholders. Pursuant to the merger agreement, the Company must (between signing and closing under the merger agreement) use, and cause its subsidiaries to use, commercially reasonable efforts to comply with its obligations under each of the earn-out obligations. If the Company or any of its subsidiaries becomes aware of any actual or alleged breach or violation of the terms and conditions of such earn-out obligations, the Company must promptly notify Parent of the same. In addition, the Company may not compromise, settle, or otherwise come to an arrangement regarding any earn-out obligation without Parent’s prior written consent.

Transaction Litigation

The Company, on the one hand, and Parent and Merger Sub, on the other hand, must keep the other reasonably informed on a current basis with respect to any actions, claims, suits or proceedings commenced against such party to the merger agreement or any of such party’s affiliates or their respective directors or officers relating to the merger agreement or the transactions contemplated by the merger agreement (any such actions, claims, suits or proceedings being referred to herein as “transaction litigation”). Each of Parent and the Company must reasonably consult with the other and give consideration to the other’s advice regarding any transaction litigation. The Company must (a) give Parent the opportunity to participate in, on a regular basis, the prosecution or settlement of any transaction litigation, (b) afford Parent a reasonable opportunity to review and comment on filings and responses relating thereto and (c) on a current basis, keep Parent apprised of, and consult with Parent with respect to, proposed strategy and any significant decisions related thereto; provided that the Company will in any event control such defense, settlement or prosecution. In no event may the Company or its subsidiaries or any representative of the Company compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any transaction litigation or consent to the same without Parent’s prior written consent.

Conditions to the Merger

The obligation of each of the Company, Parent and Merger Sub to consummate the merger is subject to the satisfaction or waiver of the following conditions:

The obligation of Parent and Merger Sub to consummate the merger is subject to the satisfaction or waiver of the following additional conditions:

The obligation of the Company to consummate the merger is subject to the satisfaction or waiver of the following additional conditions:

Termination

The merger agreement may be terminated and the merger may be abandoned:

In the event of termination of the merger agreement as provided above, the merger agreement will become void and of no effect with no liability to the Company, Parent, Merger Sub or their respective representatives or affiliates, except that, subject to certain limitations,

A “willful breach” means a deliberate act or a deliberate failure to act by a party to the merger agreement, taken or not taken with the actual knowledge that such act or failure to act would, or would reasonably be expected to, result in or constitute a material breach.

Termination Fees

Subject to certain limitations, the Company will pay Parent a termination fee, which we refer to as the “Company termination fee,” equal to $12,760,000 in cash in the event that the merger agreement is terminated:

Subject to certain limitations, Parent will pay the Company a reverse termination fee, which we refer to as the “Parent termination fee,” equal to $29,770,000 in the event that the merger agreement is terminated:

In no event will the Company or Parent be required to pay a termination fee on more than one occasion.

If the Company or Parent fails to promptly pay any amount described above and, in order to obtain such payment, the other party commences a legal proceeding that results in a judgment against the paying party for the payment set forth above, such paying party will pay the other party its out-of-pocket costs and expenses (including attorneys’ fees) in connection with such legal proceeding, together with interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date that such payment was required to be made plus 2% per annum, compounded quarterly, or a lesser rate that is the maximum permitted by applicable law, provided that the aggregate enforcement costs payable by either party may not exceed $500,000 in the aggregate.

In the event that Parent receives the Company termination fee pursuant to the provisions described above, the right of Parent to receive such amount will constitute the sole and exclusive remedy for, and such amount will constitute liquidated damages in respect of, any termination of the merger agreement for Parent, the fund guarantors, Merger Sub and any of their respective affiliates or assignees, regardless of the circumstances giving rise to such termination. Upon payment of such amount, together with enforcement costs, if any, none of the Company, any of its subsidiaries and any of their respective affiliates or assignees will have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated thereby. The Company expressly acknowledged and agreed that Parent will not need to prove damages to receive the Company termination fee when it is payable under the merger agreement, and irrevocably waived any right to challenge the amount of actual damages represented by the Company termination fee.

In the event that the Company is entitled to receive the Parent termination fee pursuant to the provisions described above, the right of the Company to receive such amount and any additional enforcement costs will constitute the sole and exclusive remedy for, and such amount will constitute liquidated damages in respect of, any termination of the merger agreement for the Company and its affiliates or assignees, regardless of the circumstances giving rise to such termination. Upon payment of such amount, none of Parent, the fund guarantors, Merger Sub and any of their respective affiliates or assignees will have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated thereby. Parent expressly acknowledged and agreed that the Company will not need to prove damages to receive the Parent termination fee when it is payable under the merger agreement, and irrevocably waived any right to challenge the amount of actual damages represented by the Parent termination fee. Nothing in the merger agreement provisions described in the preceding sentences of this paragraph will impair the Company’s the right to obtain specific performance, but the Company is not entitled to receive both payment of the Parent termination fee and specific performance or an injunction to consummate the transactions contemplated by the merger agreement.

Amendment; Extension; Waiver; Procedures

Amendment

Subject to applicable laws, at any time prior to the effective time of the merger, the parties to the merger agreement may modify or amend it, by written agreement executed and delivered by duly authorized officers of the respective parties, provided that following receipt of Company shareholder approval, no amendment may be made that is prohibited by Section 11.02(e) of the MBCA or that by law or rule or regulation of any stock exchange requires further approval by the shareholders of the Company without such further approval.

Extension; Waiver

At any time prior to the effective time of the merger, the Company or Parent may (i) waive or extend the time for the performance of any of the obligations or other acts of Parent or Merger Sub, in the case of the Company, or the Company, in the case of Parent, or (ii) waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant to the merger agreement on the part of Parent or Merger Sub, in the case of the Company, or the Company, in the case of Parent. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to the merger agreement to assert any of its rights under it or otherwise will not constitute a waiver of such rights, nor will any single or partial exercise by any party of any of its rights under the merger agreement preclude any other or further exercise of such rights or any other rights under the merger agreement.

Specific Performance

Under the merger agreement, the parties thereto have acknowledged and agreed that the parties will be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the merger agreement and the limited guarantee and to enforce specifically the terms and provisions of the merger agreement and any other agreement or instrument executed in connection with the merger agreement, including the limited guarantee; provided, that the Company may only seek specific performance of Parent’s and Merger Sub’s obligations to complete the closing of the merger in the event that (i) Parent fails to consummate the closing as of the date the closing should have occurred pursuant to the merger agreement, (ii) the Company has irrevocably confirmed in writing that it is ready, willing and able to consummate the transactions contemplated by the merger agreement and will do so if Parent and Merger Sub perform and (iii) Parent and Merger Sub fail to consummate the closing within three business days following the date on which such notice is delivered.

Governing Law; Submission to Jurisdiction

The merger agreement is governed by the laws of the State of Delaware, except to the extent the laws of Massachusetts are mandatorily applicable to the merger, in each case without regard to the conflicts of laws rules thereof. Each of the parties to the merger agreement has irrevocably and unconditionally consented to the exclusive general jurisdiction of the Business Litigation Session of the Superior Court of Massachusetts sitting in Boston, Massachusetts or, if unavailable, the United States District Court for the District of Massachusetts sitting in Boston, Massachusetts, in the event any dispute arises out of, in connection with or relating to the merger agreement or the transactions contemplated thereby.

Required Vote; Board Recommendation

The vote on this proposal to approve the merger agreement is a vote separate and apart from the vote on the nonbinding merger-related compensation proposal and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. Accordingly, you may vote “FOR” either or both of the nonbinding merger-related compensation proposal and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement and vote “AGAINST” or “ABSTAIN” for this proposal to approve the merger agreement.