PRGX PRGX Global Inc

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which include statements regarding information regarding the intent, belief or current expectation of the Company and members of its senior management team. These forward-looking statements involve significant risks and uncertainties.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements include, without limitation, statements regarding prospective performance and opportunities and the outlook for the Company’s businesses, performance and opportunities and regulatory approvals, the anticipated timing of filings and approvals relating to the transactions contemplated by the Merger Agreement (collectively, the “Transactions”); the expected timing of the completion of the Transactions; the ability to complete the Transactions considering the various closing conditions; and any assumptions underlying any of the foregoing.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the timing of the Merger; the possibility that competing offers will be made; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of disruption from the Transactions making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in this proxy statement, the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 12, 2020, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K, which filings are available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by contacting PRGX’s Investor Relations at (770) 779-3011 or by email through PRGX’s investor relations page at https://investors.prgx.com/investor-relations/.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

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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 of directors of the Company (the “Board”) for use at the special meeting to be held on [—], 2021, starting at [—], Eastern Standard Time, or at any postponement or adjournment thereof. Due to the public health impact of the ongoing coronavirus (COVID-19) pandemic and in accordance with Executive Order 03.20.20.02 issued by the Governor of the State of Georgia and subsequent Executive Orders extending the Public Health State of Emergency in Georgia, the special meeting will be held only through a remote communication in a virtual meeting format and will not be held at a physical location. Therefore, you will not be able to attend the special meeting in-person. To be admitted electronically to the special meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/PRGX2021SM and enter the control number found on your proxy card or your voting instruction form. We encourage you to access the special meeting prior to its start time.

Purpose of the Special Meeting

At the special meeting, holders of Company common stock will be asked to approve the proposal to adopt the Merger Agreement, to approve the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement, and to approve an advisory (non-binding) proposal to approve the specified compensation that may become payable to our named executive officers in connection with the Merger.

If our shareholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not occur. 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 [—], 2021 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.

The presence at the special meeting, via the Internet or by proxy, of the holders of a majority of the shares of Company common stock outstanding at the close of business on the record date and entitled to vote 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, or shares of Company common stock for which a shareholder directs an “abstention” from voting, will be counted for purposes of establishing a quorum. If your shares of Company common stock are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your shares will not be counted for purposes of determining whether a quorum exists. A quorum is necessary to transact business at the special meeting. 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 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 postponed.

Attendance

Only shareholders of record or their duly authorized proxies have the right to attend the special meeting. An authorized proxy must present proof that he or she is an authorized proxy of a shareholder. The special meeting will be held only through a remote communication in a virtual meeting format and will not be held at a physical location. Therefore, you will not be able to attend the special meeting in-person.

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Vote Required

Approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. On the proposal to adopt the Merger Agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not be counted as votes cast in favor of the proposal to adopt 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 via the Internet at the special meeting, or vote “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If your shares of Company common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, 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, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Under Nasdaq rules, banks, brokerage firms or other nominees who hold shares in street name for customers do not have the authority to vote on proposals when they have not received instructions from beneficial owners, 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. If your shares of Company common stock are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your shares will not be counted for purposes of determining whether a quorum exists, but will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires, whether or not a quorum is present at the special meeting, the holders of a majority of the shares of Company common stock present via the Internet or represented by proxy at the special meeting to vote in favor of the proposal. On the proposal to adjourn the special meeting, if necessary or appropriate, you may vote FOR, AGAINST or ABSTAIN. For purposes of this proposal, if you attend the meeting or give a proxy and abstained on this proposal, this will have the same effect as if you voted “AGAINST” the proposal. If your shares of Company common stock are present at the special meeting but are not voted on this proposal, it will not have any effect on the proposal to adjourn the special meeting. Broker non-votes will not have any effect on the proposal to adjourn the special meeting. Failure to submit a proxy or vote via the Internet at the special meeting will also not have any effect on the proposal to adjourn the special meeting.

The advisory (non-binding) proposal to approve the specified compensation that may become payable to our named executive officers in connection with the Merger will be approved if, assuming a quorum is present, the votes cast by holders of shares of Company common stock present at the special meeting via the Internet or by proxy at the special meeting in favor of the proposal exceed the votes cast against the proposal. On the non-binding proposal to approve the specified compensation, you may vote FOR, AGAINST or ABSTAIN. For purposes of this proposal, if your shares of Company common stock are present at the special meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have no effect on the proposal. Failure to submit a proxy or vote via the Internet at the special meeting and broker non-votes will also not, assuming a quorum is present, have any effect on the non-binding advisory proposal to approve the golden parachute compensation payable to our named executive officers in connection with the Merger.

Certain shareholders of the Company, including each member of our Board and each of our executive officers, have agreed, among other things, to vote at the special meeting and vote in favor of the proposal to adopt the Merger Agreement pursuant to the Support Agreements. As of January 11, 2021, these shareholders hold approximately 13.08% of our outstanding common stock.

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Most of our shareholders have three options for submitting their votes: (i) by telephone, (ii) via the Internet, or (iii) by mail. If your stock is held by a broker, bank or other nominee (i.e., in street name), you will receive instructions from the registered holder that you must follow in order to have your shares voted. If you hold your shares in your own name (i.e., as a holder of record), you may instruct the persons named as proxies how to vote your shares by signing, dating and mailing the proxy card in the envelope provided. Of course, you are always welcome to attend the special meeting and vote your shares virtually.

If you are a beneficial owner, 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 and wish to vote virtually at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you choose to vote by mailing a proxy card, your proxy card must be filed with our General Counsel and Corporate Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the Merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the Merger Consideration in exchange for your stock certificates.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them with full power of substitution, or your proxies, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted “FOR” or “AGAINST” or “ABSTAIN” 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 “FOR” the proposal to adopt the Merger Agreement, “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, and “FOR” the non-binding proposal to approve the golden parachute compensation.

If you have any questions or need assistance voting your shares, please call Innisfree M&A Incorporated toll-free at (877)750-8338.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COMPANY COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE INTERNET, 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 AT THE SPECIAL MEETING VIA THE INTERNET.

As of [—], 2021, 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 (excluding any shares of Company common stock deliverable upon exercise or conversion of any options or restricted stock units), representing [—]% of the outstanding shares of Company common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company common stock “FOR” the proposal to adopt the Merger Agreement, “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, and “FOR” the advisory (non-binding) proposal to approve the specified compensation.

Proxies and Revocation

Any shareholder of record entitled to vote at the special meeting may vote by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote via the Internet at the special meeting. If your shares of Company common stock are held in “street name” by your bank, brokerage firm

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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 vote via the Internet at the special meeting, or abstain, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company common stock will not be voted on the proposal to adopt the Merger Agreement, which will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you are a shareholder of record, you have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is voted at the special meeting by:

If you hold your shares in street name, you may submit new voting instructions by contacting your bank, brokerage firm or other nominee. You may also vote via the Internet at the special meeting if you obtain a legal proxy from your bank, brokerage firm or other nominee.

Technical Difficulties or Issues Accessing the Virtual Meeting Website

If we experience technical difficulties during the virtual special meeting (e.g., a temporary or prolonged power outage), we will determine whether the virtual special meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the virtual special meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, we will promptly notify shareholders of the decision via www.virtualshareholdermeeting.com/PRGX2021SM.

Broadridge Investor Communication Solutions, Inc. will have technicians ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time for the special meeting, please call the technical support number that will be posted on the virtual meeting website log-in page at www.virtualshareholdermeeting.com/PRGX2021SM.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the special meeting.

Any adjournment or postponement 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 postponed.

Anticipated Date of Completion of the Merger

We are working towards completing the Merger as soon as possible. If the Merger is approved at the special meeting, then, assuming timely satisfaction of the other necessary closing conditions, we anticipate that the Merger will be completed promptly thereafter.

Dissenters’ Rights

Shareholders that do not vote for the adoption of the Merger Agreement, and who precisely comply with the procedures specified under Article 13 of the GBCC, are entitled to dissenters’ rights under Article 13 of the GBCC in connection with the Merger. This means that you are entitled to have the fair value of your shares of Company common stock determined by the Superior Court of Gwinnett County, Georgia and to receive payment

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based on that valuation in lieu of the right to receive $7.71 per share of Company common stock in cash, without interest and less any required withholding taxes. The ultimate amount you receive in an dissenters’ proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your dissenters’ rights, you must submit a written notice of an intent to demand payment for your shares of Company common stock to the Company before the vote is taken on the Merger Agreement and you must not vote in favor of the proposal to adopt the Merger Agreement. Your failure to follow exactly the procedures specified under Article 13 of the GBCC may result in the loss of your dissenters’ rights. See “Dissenters’ Rights” beginning on page 94 and the text of Article 13 of the GBCC (the Georgia dissenters’ rights statute) reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee and you wish to exercise dissenters’ rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for dissenters’ rights by your bank, brokerage firm or nominee. In view of the complexity of the GBCC, shareholders who may wish to pursue dissenters’ rights should consult their legal and financial advisors.

Payment of Solicitation Expenses

The Company is paying the cost of soliciting these proxies. The Company may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their reasonable out-of-pocket 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. We have engaged Innisfree M&A Incorporated to assist in the solicitation of proxies and provide related advice and informational support. We agreed to pay Innisfree M&A Incorporated a fee of approximately $15,000 for its services and to reimburse its reasonable out of pocket expenses.

Householding of Special Meeting Materials

To reduce the expense of delivering duplicate proxy materials to shareholders who may have more than one account holding Company stock, but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders of record who have the same address and last name will receive only one copy of this proxy statement and, as applicable, any additional proxy materials that are delivered pursuant to a request by such shareholders until such time as one or more of these shareholders notifies us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you, please submit your request to PRGX’s Investor Relations at (770) 779-3011 or by emailing investor-relations@prgx.com. The Company will promptly send additional copies of the proxy statement and related materials, as applicable, upon receipt of such request.

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 call our proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 750-8338.

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THE MERGER

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

Parties to the Merger

PRGX Global, Inc.

600 Galleria Parkway, Suite 100

Atlanta, Georgia 30339

(770) 779-3900

PRGX Global, Inc. (Nasdaq: PRGX), a Georgia corporation, which we refer to in this proxy statement as “PRGX,” the “Company,” “we,” “our,” or “us,” together with its subsidiaries, is a global leader in recovery audit and spend analytics, providing a suite of services targeted at our clients’ source-to-pay business processes. At the heart of our services suite is the core capability of mining client data to deliver “actionable insights.” Actionable insights allow our clients to improve their cash flow and profitability by reducing costs, improving business processes and managing risks. The Company became a public company in 1996 and the Company common stock is publicly traded on Nasdaq under the symbol “PRGX.” The Company’s principal offices are located at 600 Galleria Parkway, Suite 100 Atlanta, Georgia 30339 and its telephone number is (770) 779-3900.

For additional information about the Company and our business, please visit our website at www.prgx.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” on page 98.

Pluto Merger Sub Inc.

1370 Avenue of the Americas, 22nd Floor

New York, NY 10019

(212) 641-8604

Pluto Merger Sub Inc., a Georgia corporation (which we refer to in this proxy statement as “Merger Sub”) and wholly owned direct subsidiary of Pluto Acquisitionco Inc., was formed on December 22, 2020 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Pluto Acquisitionco Inc.

1370 Avenue of the Americas, 22nd Floor

New York, NY 10019

(212) 641-8604

Pluto Acquisitionco Inc., a Delaware corporation (which we refer to in this proxy statement as “Parent”), was formed on December 21, 2020 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Merger Sub and Parent are affiliates of Ardian North America Fund II GP, LLC (“Ardian”). The Investors, affiliates of Ardian, have collectively provided to Parent an equity commitment up to $89.7 million (subject to adjustments as described in the Equity Commitment Letter). After giving effect the Merger, the Company, as the Surviving Corporation, will be affiliated with Ardian. Ardian is a global private investment house with assets of US$103 billion managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It manages funds on behalf of around 1,000 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt. Ardian maintains a global network, with more than 700 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul).

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company. The Company will be the Surviving Corporation and will continue to do business following the Merger, as a wholly-owned subsidiary of Parent. As a result of the Merger, the Company will cease to be a publicly traded company and will delist from Nasdaq. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation. The Merger will become effective upon the filing of a certificate of merger with, and its acceptance by, the Secretary of State of the State of Georgia (or such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Merger Consideration

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the GBCC, upon consummation of the Merger pursuant to the terms of the Merger Agreement and the filing of the Certificate of Merger with the Secretary of State of the State of Georgia (such time of filing, the “Effective Time”), each outstanding share of Company common stock (excluding shares held (i) directly by the Company (including treasury shares), Parent or Merger Sub (other than shares in trust accounts, managed accounts and the like), (ii) by any direct or indirect wholly-owned subsidiary of the Company or Parent (other than Merger Sub) and (iii) by any shareholder of the Company who or which is entitled to dissenters’ rights under Article 13 of the GBCC and properly exercises and perfects dissenters’ rights of such shares pursuant to, and complies in all respects with, the applicable provisions of Georgia law and has not withdrawn a demand for dissenters’ rights or otherwise lost dissenters’ rights under Georgia law with respect to such shares) will be converted into the right to receive the Merger Consideration of $7.71 per share in cash, without interest and less any required withholding taxes, which amount we refer to as the “Per Share Price” or the “Merger Consideration.” All shares of Company common stock converted into the right to receive the Per Share Price shall automatically be canceled and cease to exist.

Background of the Merger

The Board, with the assistance of the Company’s executive management team and its outside advisors, regularly evaluates the Company’s strategic direction and ongoing business plans in light of, among other things, the Company’s performance, competitive dynamics, economic developments and industry trends, all with a view to improving shareholder value. As part of these evaluations, the Board has from time to time considered a variety of strategic alternatives for the Company, including continuation of the Company’s business as an independent public company, the potential sale of the Company to a strategic partner or a “take private” transaction to a financial sponsor, as well as various other alternatives to improve shareholder value. The Board has also engaged in discussions with various parties that have contacted the Company or its advisors from time to time to express an interest in a potential transaction involving the Company.

In September 2019, at its regularly scheduled meeting, the Board engaged in a discussion regarding potential strategic alternatives for the Company. During this discussion, the Board determined that it would seek to engage a financial advisor to assist the Board with its evaluation of strategic alternatives. The Board also authorized Messrs. Owens, Costello and Kimble to work with Belle Farm Capital Advisors, a consultant (“Belle Farm”), and oversee the process of selecting a financial advisor, with the final engagement of a financial advisor to be approved by the full Board.

Throughout October 2019, the Board members identified above, along with a representative of Belle Farm and members of management, interviewed four investment banking firms, including a meeting with representatives of SunTrust Robinson Humphrey, now Truist Securities, Inc. (“Truist Securities”), which was held on October 22, 2019. Following this meeting and a review of the firms’ respective qualifications and experience, an engagement letter was requested from Truist Securities, which was reviewed and negotiated over the following few weeks.

In November 2019, the Board created the Transaction Committee of the Board, consisting of Messrs. Owens, Costello and Kimble. The Transaction Committee was created to assist with the evaluation of the advisability of potential transactions, interview and evaluate investment banking firms and other advisors to the Company, facilitate discussions with interested parties and negotiate the terms of a potential transaction, update the Board regularly on the status of a potential transaction, and recommend potential transactions for approval by the Board. The final authority for the approval of any transaction was retained by the full Board.

Representatives of Troutman Sanders LLP, now Troutman Pepper Hamilton Sanders LLP (“Troutman”), and a representative of Belle Farm assisted the Transaction Committee and PRGX management with the review and negotiation of the engagement letter provided by Truist Securities. On December 3, 2019, following approval by the Board, the Company executed an engagement letter with Truist Securities to act as the Company’s exclusive financial advisor in connection with the review of strategic alternatives, including a potential sale of the Company.

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At its regularly scheduled meeting held on December 17, 2019, following regular business and financial updates, the Board engaged in a thorough review of potential strategic alternatives. Representatives of Truist Securities, Belle Farm and Troutman, as well as members of management participated in this session of the Board meeting. A representative of Troutman reviewed with the Board the fiduciary duties of Board members in exploring and evaluating strategic alternatives as well as other legal issues associated with conducting a strategic alternatives process. A representative of Belle Farm then reviewed with the Board developments since the last Board meeting, including the interviews and selection of the Company’s financial advisor. Finally, representatives of Truist Securities reviewed with the Board various strategic alternatives and outlined an anticipated process, outreach to potential parties and a tentative timeline for the process, should the Board desire to move forward. Following discussion with the advisors, the Board determined to move forward with preparations for a potential process to be conducted early in 2020 due to a number of factors, including the costs and burdens of operating as a public company, the limited trading volume and volatility of the Company’s common stock, a perceived undervaluation of the Company in the public markets, and the potential to achieve greater value for the Company’s shareholders through a potential sale.

Throughout the months of January and February 2020, PRGX management with the assistance of Truist Securities worked to prepare a confidential information memorandum (“CIM”) for distribution to potentially interested third parties. Also during this period, PRGX management worked with the assistance of Truist Securities and PRGX’s legal team to begin preparations for populating an online data room, developing a list of potential buyers and preparing a form of non-disclosure agreement. Representatives of Truist Securities continued to correspond with the Transaction Committee regularly during this period to monitor market conditions and the Company’s financial performance for potentially launching the process in the spring. In late February and early March 2020, economic conditions in the United States and globally became increasingly affected by the COVID-19 coronavirus pandemic. At its regularly scheduled Board meeting in March 2020, the Board determined that due to the economic uncertainty associated with COVID-19, it would pause the work on the proposed process and assess market conditions for a potential launch of a process at a later time.

In early April 2020, the Company received expressions of interest from Sponsor A and another financial sponsor regarding discussions related to a potential transaction. Following execution of non-disclosure agreements, Sponsor A and the other financial sponsor conducted preliminary due diligence on the Company. Separately, in early May 2020, the Company received an expression of interest in discussions from an additional financial sponsor. This third financial sponsor also executed a non-disclosure agreement and conducted preliminary due diligence. Throughout May and early June 2020, these parties conducted preliminary due diligence through a review of materials in the online data room and telephonic diligence sessions with members of PRGX management. The Company’s reported trailing twelve month Adjusted EBITDA through the first quarter of 2020 was approximately $23.8 million (compared to approximately $32.3 million for the twelve months ending September 30, 2020). Following further discussions, two of the three parties expressed that they did not wish to continue further diligence for reasons related to their internal resources and priorities.

On June 17, 2020, Sponsor A provided an expression of interest to the Transaction Committee to purchase all of the outstanding equity securities of the Company for a purchase price of $5.25 per fully diluted share. PRGX common stock closed at $3.90 per share on Nasdaq that day. On June 18, 2020, the Board met to review the expression of interest. Representatives of management, along with representatives of Truist Securities and Belle Farm, also attended the meeting. After a review of financial information provided by Truist Securities, the Board believed that the proposed price per share was inadequate but resolved to pursue further negotiations with Sponsor A to see if Sponsor A would improve its price per share. Over the course of the following few weeks through early July, Sponsor A conducted additional diligence on the Company and representatives of Truist Securities, at the request of the Board, continued negotiations on behalf of the Company with Sponsor A. On July 7, 2020, the Board was informed that Sponsor A was willing to increase its offered price per share to $5.50 per share and determined that while such offer was still inadequate, it would continue discussions with Sponsor A.

During the week of July 6, 2020, another party, Strategic A, expressed interest in a potential transaction with the Company and executed a non-disclosure agreement with the Company on July 10, 2020 and began to conduct preliminary due diligence.

During the week of July 13, 2020, Strategic A indicated that it was no longer interested in pursuing a transaction. Separately, on or about July 17, 2020, Sponsor A indicated that it was assuming a risk-averse posture to any new transactions due to the ongoing COVID-19 pandemic and was therefore pausing discussions with the Company.

Throughout the early months of the pandemic, the Company demonstrated strong and consistent financial performance, reported strong results for the first quarter and management anticipated strong results for the second quarter. In mid-July, given this strong performance and improving M&A markets, the Transaction Committee determined to pursue a broader process through the distribution of an anonymous teaser and, to interested parties that were willing to execute a non-disclosure agreement, the CIM. In the latter weeks of July, the PRGX management team with the assistance of Truist Securities worked to refine the teaser and CIM and to prepare the list of potential parties to contact.

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On July 30, 2020, at the request of the Board, Truist Securities began distributing the anonymous teaser and form of non-disclosure agreement. Over the course of the next two weeks, Truist Securities, at the Board’s direction and on the Company’s behalf, contacted a total of 134 potential buyers, consisting of 15 potential strategic buyers and 119 potential financial sponsors. 49 buyers declined to execute the non-disclosure agreement. Many of these buyers cited a lack of strategic fit or concerns related to a transaction with a public company and the complexities associated with such a transaction. Upon receipt of an executed non-disclosure agreement from each of the remaining parties, Truist Securities delivered a CIM to the interested party and granted access to the online data room. Overall, Truist Securities delivered a CIM to 85 interested parties, including three potential strategic buyers and 82 financial sponsors. Over the next several weeks, representatives of the Company continued to populate the data room with additional financial and other information regarding the Company. During this same time period, representatives of Troutman began to prepare a form of bid merger agreement.

On or about August 18, 2020, Truist Securities, at the request of the Board, delivered a formal process letter to interested parties requesting initial indications of interest to be received by September 2, 2020. On or before September 4, 2020, the Company received indications of interest from 11 parties including Ardian, all financial sponsors. The preliminary indications of interest received by the Company presented valuations for the Company in different manners, some of which were based upon enterprise value of the Company and some of which were presented on a per share price basis. Truist Securities reviewed and analyzed the indications of interest and, using the same assumptions and methodologies across all indications of interest, translated the preliminary proposals to an estimated per share price offered by each financial sponsor, which preliminarily ranged from approximately $6.00 to $9.00 per share. From August 18, 2020 to September 4, 2020, the closing price of PRGX common stock on Nasdaq ranged from $5.11 to $5.68.

During the weeks of September 14 and September 21, 2020, 10 of the 11 parties submitting indications of interest attended virtual meetings with representatives of the Company’s executive management team.

On September 22, 2020, the Board met and discussed the indications of interest and next steps. Representatives of Truist Securities and Troutman attended the meeting. Representatives of Truist Securities reviewed the indications of interest and provided background on the financial sponsors that had submitted indications of interest and attended virtual management meetings. Representatives of Truist Securities and Troutman answered questions regarding next steps and the anticipated timeline. Later that day, at the request of the Board, Truist Securities distributed another process letter to the remaining interested parties requesting refreshed indications of interest to be submitted by October 5, 2020.

On or before October 6, 2020, the Company received refreshed indications of interest from five parties, including Ardian. Truist Securities, applying the same methodologies and assumptions to these five refreshed indications of interest, translated the five refreshed proposals to an estimated per share price ranging from approximately $5.30 to $9.00 per share. The remaining parties did not submit refreshed indications of interest for reasons including a lack of strategic fit, competing priorities for other opportunities and considerations regarding whether their bids remained competitive in the process. From September 22, 2020 to October 6, 2020, the closing price of PRGX common stock on Nasdaq ranged from $4.75 to $5.00.

On October 7, 2020, Truist Securities, at the Board’s direction, distributed the form of merger agreement to the remaining interested parties.

During the week of October 12, 2020, three of the remaining parties held in person meetings with members of the Company’s executive management team, which enabled them to determine whether to submit a final proposal and to refine further the amounts of their proposals. Sponsor B met with the management team in Atlanta on October 13, 2020. Sponsor C met with the management team outside of Washington, DC on October 15, 2020. Representatives of Ardian met with representatives of the PRGX management team outside of Washington, DC on October 14 and 15, 2020.

On October 15, 2020, Truist Securities, at the request of the Board, distributed another process letter requesting final indications of interest by October 23, 2020, along with a mark-up of the proposed merger agreement.

On or before October 24, 2020, the Company received final indications of interest from Sponsor B and Ardian, as well as a mark-up of the proposed form of merger agreement from each. From October 15, 2020 to October 24, 2020, the closing price of PRGX common stock on Nasdaq ranged from $4.73 to $5.25. The indication of interest from Sponsor B proposed a purchase price of $7.00 per fully diluted share. During discussions between Truist Securities and Sponsor B regarding Sponsor B’s final indication of interest, Sponsor B indicated that it might be able to increase its price slightly above $7.00 per share, but it was apparent that Sponsor B’s price would not be comparable to the price offered by Ardian in its final indication of interest.

The indication of interest from Ardian, informed by the management meetings, further due diligence conducted during October 2020 and the available levels of debt financing, proposed an enterprise value of $215 million on a debt-free and cash-free basis, after giving effect to the Company’s transaction expenses, which Truist Securities roughly estimated would translate into a price per share

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of approximately $8.00 per share. This represented a 72.2% premium over the closing price of PRGX common stock on Nasdaq on October 23, 2020. Ardian did not provide an estimated price per share in its indication of interest because Ardian lacked information on the Company’s transaction expenses, debt-like items and similar adjustments. Ardian also proposed (i) a buyer termination fee (payable in the event the buyer is unable to obtain financing) of 6% of the Company’s equity value, (ii) a Company termination fee (payable upon a change of recommendation or acceptance of a superior proposal) to be further discussed upon a better understanding of the Company’s marketing process, (iii) an expense reimbursement of buyer’s expenses under certain circumstances (including failure to obtain shareholder approval), and (iv) a limited guarantee from Ardian of certain obligations under the merger agreement and a cap on Ardian’s liability. Ardian also included a note in its markup of the merger agreement that Ardian intended to obtain a representation and warranty insurance policy and therefore was going to require a more comprehensive set of representations and warranties in the merger agreement.

On October 26, 2020, the members of the Transaction Committee met telephonically with representatives of Truist Securities and Troutman to discuss and compare the financial aspects of the proposals contained in the final indications of interest as well as various legal issues identified in the markups of the merger agreement.

On October 28, 2020, the Board held a telephonic meeting to discuss the final indications of interest. Representatives of Truist Securities and Troutman attended the meeting. Representatives of Truist Securities compared the financial aspects of the proposals while the representatives from Troutman explained the major differences in the markups of the merger agreements. Following discussion, the Board concluded that Ardian’s proposal was superior to Sponsor B’s proposal and while the Board was not prepared to make any final determinations regarding valuation of a transaction, the Board recommended that the Company move forward in pursuing negotiations with Ardian and authorized Mr. Owens to negotiate the terms of an exclusivity arrangement with Ardian.

On October 30, 2020, the Company entered into an exclusivity letter with Ardian granting exclusivity to Ardian through November 20, 2020 subject to a 10-day automatic extension if at that time Ardian confirmed in writing the enterprise value of the Company from its proposal on October 23, 2020 and its intention to continue to negotiate in good faith with the Company. On November 3, 2020, the Company executed an amendment to the exclusivity letter, dated November 2, 2020, to extend the initial expiration date of the exclusivity period to November 25, subject to the same 10-day extension on the conditions outline above.

On November 3, 2020, Sheppard Mullin Richter & Hampton LLP (“Sheppard Mullin”), counsel for Ardian, delivered a revised draft of the merger agreement.

During the weeks of November 2 through December 3, 2020, representatives of Sheppard Mullin conducted legal due diligence through the review of documents in the online data room and multiple diligence interview calls with various members of the Company’s management team.

On November 13, 2020, Troutman delivered a revised draft of the merger agreement to Sheppard Mullin which proposed a Company termination fee of 2.5% of the Company’s equity value payable upon a termination following a change of recommendation or acceptance of a superior proposal, an 8% reverse termination fee and no expense reimbursement for the buyer.

On November 25, 2020, Ardian delivered a letter to the Company confirming its original enterprise valuation, which resulted in an extension of the exclusivity period to December 5, 2020.

On November 27, 2020, the parties executed an amendment to the exclusivity letter extending the exclusivity period to December 14, 2020.

On December 4, 2020, Sheppard Mullin delivered a revised draft of the merger agreement to Troutman. The revised draft of the merger agreement proposed a Company termination fee of 5% of the Company’s equity value and a reverse termination fee of 6% of the Company’s equity value.

On December 10, 2020, Troutman delivered a revised draft of the merger agreement to Sheppard Mullin. The revised draft of the merger agreement proposed a Company termination fee of 4% of the Company’s equity value and a reverse termination fee of 7% of the Company’s equity value.

Leading up to the week of December 14, the parties engaged in extensive discussions and negotiations regarding the price per share, which discussions and negotiations included the amounts of adjustments to enterprise value for the cash-free and debt-free assumptions and other proposed adjustments, including estimated Company transaction expenses, restricted cash in foreign jurisdictions, an immaterial accounting reclassification, various tax liabilities and other debt-like items. On December 14, 2020, the Board met and received an update on the latest negotiations in the transaction. Representatives of Truist Securities and Troutman attended the meeting. Representatives from Truist Securities provided an update on the price per share negotiations indicating that

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Ardian’s position on adjustments to enterprise value for the cash-free and debt-free assumptions roughly translated to a price per share of $7.85. This price per share did not reflect Ardian’s position on certain other proposed adjustments including with respect to an immaterial accounting reclassification, various tax liabilities and the Company’s restricted cash position in foreign jurisdictions. Also on December 14, 2020, the parties executed an amendment to the exclusivity letter extending the exclusivity period to December 17, 2020.

Negotiations on the price per share continued through December 16, 2020. Ardian argued that the purchase price per share should be reduced by a further $0.27 per share to $7.58 per share to reflect certain items Ardian discovered in due diligence including the immaterial accounting reclassification, various tax liabilities and restricted cash in foreign jurisdictions. Ardian indicated that it would however agree to a higher proposed purchase price of $7.71 per share in exchange for the following: (i) a Company termination fee of 5% of the Company’s equity value, (ii) a reverse termination fee of 6% of the Company’s equity value, (iii) a reduced Company termination fee payable in the event of a failed shareholder vote and (iv) a more restrictive package of interim operating covenants designed to preserve the Company’s cash position through closing.

On December 16, 2020, the Transaction Committee met and received an update on the purchase price negotiations, at which meeting Truist Securities advised the Transaction Committee of Ardian’s proposed purchase price of $7.71 per share, subject to agreement on the additional terms described above.

On December 17, 2020, the parties executed an amendment to the exclusivity letter extending the exclusivity period to December 22, 2020.

On December 18, 2020, the Board met and received an update on the latest negotiations in the transaction. Representatives of Truist Securities and Troutman attended the meeting. Representatives from Truist Securities provided an update on the pricing negotiations resulting in a proposed purchase price of $7.71 per share. At this meeting, representatives of Truist Securities reviewed with the Board preliminary financial analyses with respect to the Company and this updated price per share. Representatives of Troutman also provided an update on the outstanding legal issues in the merger agreement. During this meeting, the Board discussed the recent increase in the Company’s stock price, as well as the limited trading volume and volatility of the Company’s common stock, the costs and burdens of operating as a public company, and the ability to lock in shareholder value through the proposed transaction with Ardian. The Board determined to move forward with the transaction with Ardian.

On December 19, 2020, the parties participated in an all hands call with representatives of PRGX, Ardian, Troutman, Sheppard Mullin and Truist Securities to discuss open issues in the merger agreement, primarily related to representations and warranties and interim operating covenants.

On December 20, 2020, Sheppard Mullin delivered a revised draft of the merger agreement to Troutman incorporating changes discussed on the all hands call the previous day. Sheppard Mullin delivered additional comments to the merger agreement on December 21, 2020.

Early on the morning of December 22, 2020, Troutman delivered a revised draft of the merger agreement, primarily addressing changes to the representations and warranties and interim operating covenants.

On December 22, 2020, the Board met to approve the merger agreement and the transactions contemplated by the merger agreement. At this meeting, representatives of Truist Securities, at the request of the Board, reviewed its financial analysis with respect to the Company and the proposed Merger and rendered its oral opinion to the Board as to, as of December 22, 2020, the fairness, from a financial point of view, to the holders of Company common stock (other than Excluded Holders) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, and such oral opinion was subsequently confirmed in writing. Truist Securities explained to the Board that, for purposes of its opinion, it did not rely upon a comparison of certain financial data for the Company with financial and stock market data for selected companies with publicly traded equity securities or on a comparison of the financial terms of the Merger with the publicly available financial terms of other transactions because Truist Securities did not identify (i) companies with publicly traded equity securities that Truist Securities, in its professional judgment, deemed sufficiently similar to the Company for such purposes or (ii) sufficient publicly available information with respect to transactions involving target companies that Truist Securities, in its professional judgment, deemed sufficiently similar to the Company for such purposes. All of the Company’s directors present at the meeting voted to approve the transaction. In addition, prior to the meeting, one Company director that was unable to attend the meeting due to an unavoidable scheduling conflict, contacted a representative of Troutman to express the director’s support for the transaction. Accordingly, the Company’s directors were unanimously in favor of the transaction. Each member of the Board and each of the Company’s executive officers executed a voting and support agreement pursuant to which they individually agreed to vote their shares in favor of the transaction.

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On December 24, 2020, Ardian received financing commitment letters from its lenders and delivered an equity commitment letter committing to funding for the merger consideration as well as the other expenses associated with the transaction.

On the morning of December 24, 2020, the parties executed the merger agreement and publicly announced the transaction.

Recommendation of Our Board of Directors; Reasons for the Transactions

On December 22, 2020, our Board held a specially called meeting to approve the Merger Agreement and the transactions contemplated by the Merger Agreement. All of the Company’s directors present at the meeting, which directors were sufficient to constitute a quorum for the transaction of business, (i) determined that the Merger Agreement, Support Agreements and the Transactions, including the Merger, were advisable to, fair to, and in the best interest of, PRGX and its shareholders, (ii) approved the execution, delivery and performance by PRGX of the Merger Agreement and the consummation of the Transactions, including the Merger, and (iii) resolved to recommend that our shareholders approve the adoption of the Merger Agreement and the Merger. In addition, prior to the special meeting, one Company director that was unable to attend the meeting, contacted a representative of Troutman to express the director’s support for the Merger. Accordingly, the Company’s directors were unanimously in favor of the Merger.

In evaluating the Merger Agreement and the Transactions, our Board consulted with our senior management regarding the business and financial condition of PRGX, trends in our industry, future prospects and the terms and conditions of the Transactions. In addition, our Board consulted with our outside legal advisor, Troutman, regarding the proposed terms and conditions of the Transactions and the obligations of the members of the Board in their consideration of the Transactions, and our financial advisor, Truist Securities, regarding the fairness, from a financial point of view, of the consideration to be paid to the holders of shares of Company common stock in the proposed Transactions. In the course of reaching its determination to approve the Merger Agreement and the Transactions and to recommend that our shareholders adopt the Merger Agreement and approve the Merger, our Board carefully considered numerous factors, including the following factors (which are not listed in any relative order of importance):

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Cash Merger Consideration. The Board considered that the form of consideration to be paid to shareholders of the Company in the Merger will be all cash and considered the certainty of value and liquidity of such cash consideration, including that all-cash consideration would avoid long-term business risk.

Merger Consideration. The Board considered the:

Standalone Business Prospects of the Company. The Board believed that the Merger Consideration was more favorable to the Company shareholders than the likely value that would result from remaining an independent public company. This belief was based on, among other things, the Board’s assessment of:

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Strategic Alternatives. The Board considered that, prior to the execution of the Merger Agreement, it had actively sought proposals from other parties it believed were potentially interested in a transaction involving the Company (as more fully described above under the heading “The Merger—Background of the Merger”), including that:

Negotiation Process. The Board considered the fact that the terms of the Merger Agreement were the result of arm’s-length negotiations conducted by the Company, with the knowledge and at the direction of the Board, and with the assistance of financial and legal advisors, as more fully described above under the heading “The Merger—Background of the Merger”), including that the Board believed that the Merger Consideration to be paid by Parent is the highest price per share that Parent was willing to pay and that the terms and conditions of the Merger Agreement were, in the view of the Board, the most favorable to the Company and the Company’s shareholders to which Parent was willing to agree.

Financing. The Board considered that Parent obtained a debt financing commitment letter and an equity financing commitment letter for the transaction.

Valuation Analysis. The valuation analyses regarding the Company prepared by Truist Securities and reviewed and discussed with the Board, including the analyses summarized in the section entitled “—Opinion of the Company’s Financial Advisor” beginning on page 38.

Financial Advisor Opinion. The Board considered the financial analyses reviewed and discussed with the Board by representatives of Truist Securities as well as the oral opinion of Truist Securities rendered to the Board on December 22, 2020 (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated the same date) as to, as of December 22, 2020, the fairness, from a financial point of view, to the holders of Company common stock (other than the Excluded Holders) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Terms of the Merger Agreement. The Board considered the terms of the Merger Agreement, as more fully described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement,” including the:

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Support Agreements. The Board considered the terms of the Support Agreements, which will terminate upon certain circumstances, including the earliest to occur of (i) the Effective Time, (ii) the valid termination of the Merger Agreement, and (iii) the effective date of a written agreement duly executed and delivered by each of the parties to the Support Agreements terminating such agreement.

Dissenters’ Rights. The Board considered the fact that Company’s shareholders that do not vote to approve the Merger Agreement and that comply with the requirements of the GBCC will have the right to dissent from the Merger and to demand appraisal of the “fair value” of their shares of Company common stock under the GBCC, as more fully described in the section of this proxy statement captioned “Dissenters’ Rights.”

Termination Date. The Board considered its view that the Termination Date (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement”) on which Parent or the Company, subject to certain exceptions, can terminate the Merger Agreement allows for sufficient time to consummate the Merger.

Other Risks, Restrictions and Uncertainties. In the course of its deliberations, the Board also considered various risks, restrictions and uncertainties related to entering into the Merger Agreement and consummating the Merger, including:

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Our Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger.

The foregoing discussion of the reasons of our Board for its recommendation to adopt the Merger Agreement is not meant to be exhaustive but addresses the material information and factors considered by our Board in consideration of its recommendation. In view of the wide variety of factors considered by our Board in connection with the evaluation of the Merger and the complexity of these matters, our Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our Board may have been influenced to a greater or lesser degree by different factors.

The below summary of the Management Projections is included for the purpose of providing shareholders access to certain non-public information that was furnished to the Board, Truist Securities and Parent in connection with the process resulting in the Merger Agreement, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any shareholder or whether any shareholder should seek dissenters’ rights with respect to shares of common stock of the Company. The inclusion of the Management Projections should not be regarded as an indication that the Company or anyone who received the Management Projections then considered, or now considers, them a reliable prediction of future events, and the Management Projections should not be relied upon as such.

The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Neither the Company’s independent auditor nor any other independent accountant has compiled, examined, or performed any procedures with respect to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The Management Projections contain projections of EBITDA and adjusted EBITDA, each of which are non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial performance measures that are not calculated in accordance with GAAP. EBITDA refers to earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA refers to EBITDA as further adjusted to remove the effect of impairment charges, foreign currency transaction (gains) losses on short-term intercompany balances, acquisition-related adjustment income, transformation, severance and other expenses, investigation and settlement of employment matter, other loss (income) and stock-based compensation. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Although the Management Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Management Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections. See “Cautionary Statement Regarding Forward-Looking Information.” There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than forecast. The Management Projections cover several years and such information by its nature becomes less reliable with each successive year.

The Management Projections were developed by the Company’s management without giving effect to the Merger or the other transactions contemplated by the Merger Agreement or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger or costs related to other transactions contemplated by the Merger Agreement. Further, the Management Projections do not take into account the effect of any possible failure of the Merger to occur. In addition, the Management Projections will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change. The Management Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

In addition, the Management Projections have not been updated or revised to reflect information, circumstances, events or results after the date they were prepared. Except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

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The inclusion of the Management Projections herein should not be deemed an admission or representation by the Company that the Company views such Management Projections as material information, particularly in light of the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by the Company or any other person regarding the Management Projections or the Company’s ultimate performance compared to such information. In light of the foregoing factors, and the uncertainties inherent in the Management Projections, shareholders are cautioned not to place undue, if any, reliance on the Management Projections. The Management Projections should be evaluated, if at all, in conjunction with the historical consolidated financial statements and other information contained in the Company public filings with the SEC.

Notes:

Opinion of the Company’s Financial Advisor

On December 22, 2020, Truist Securities rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated December 22, 2020) as to, as of December 22, 2020, the fairness, from a financial point of view, to the holders of Company Common Stock (other than the Excluded Holders) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

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Truist Securities’ 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 (other than the Excluded Holders) of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other terms, conditions, aspects or implications of the Merger. The summary of Truist Securities’ 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 Truist Securities in preparing its opinion. However, neither Truist Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the Board or any security holder of the Company should act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Truist Securities conducted such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. In arriving at its opinion, Truist Securities reviewed:

Truist Securities also had discussions with certain members of the management of the Company and with certain of the Company’s representatives and advisors regarding the business, financial condition, results of operations, and prospects of the Company and the Merger and undertook such other studies, analyses and investigations as Truist Securities deemed appropriate, including considering the results of its efforts on behalf of the Company to solicit, at the direction of the Company, indications of interest from third parties with respect to a possible acquisition of all or a portion of the Company.

Truist Securities noted that, for purposes of its opinion, it did not rely upon a comparison of certain financial data for the Company with financial and stock market data for selected companies with publicly traded equity securities or on a comparison of the financial terms of the Merger with the publicly available financial terms of other transactions, because Truist Securities did not identify (i) companies with publicly traded equity securities that Truist Securities, in its professional judgment, deemed sufficiently similar to the Company for such purposes or (ii) sufficient publicly available information with respect to transactions involving target companies that Truist Securities, in its professional judgment, deemed sufficiently similar to the Company for such purposes.

Truist Securities relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Truist Securities’ role in reviewing such data, material and other information was limited solely to performing such review as Truist Securities deemed necessary and appropriate to support its opinion, and such review was not conducted on behalf of the Board or any other person.

Management of the Company advised Truist Securities, and Truist Securities assumed, that the Management Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company, including, without limitation, the direct and indirect potential business, financial, economic and market implications of the COVID-19 pandemic and related illnesses, and provided a reasonable basis on which to evaluate the Company. Truist Securities expressed no view or opinion with respect to the Management Projections or the assumptions on which they were based. Truist Securities further relied

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upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the dates of the information, financial or otherwise, provided to Truist Securities except for such changes as would not be material to its analyses or opinion and that there was no information or any facts that would make any of the information discussed with or reviewed by Truist Securities incomplete or misleading.

Truist Securities also relied upon and assumed without independent verification that (i) the representations and warranties of all parties to the Merger Agreement and all of the documents and agreements referred to therein were true and correct; (ii) each party to the Merger Agreement and all of the documents and agreements referred to therein would fully and timely perform all of the covenants and agreements required to be performed by such party under the Merger Agreement and such other documents and agreements, as applicable; (iii) all conditions to the consummation of the Merger would be satisfied without waiver thereof; (iv) the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement therein; and (v) 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 Company or the expected benefits of the Merger. Truist Securities also assumed that the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by it in all respects material to its analyses and opinion.

Furthermore, in connection with its opinion, Truist Securities was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of or relating to the Company or any other party to the Merger, nor was Truist Securities provided with any such appraisal or evaluation. Truist Securities did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities relating to the Company or of any governmental investigation of any possible unasserted claims or other contingent liabilities relating to the Company. Truist Securities did not express any opinion as to the price or range of prices at which Company common stock may be purchased or sold at any time.

Truist Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to Truist Securities as of, the date of its opinion. Truist Securities has no obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring or information that otherwise comes to its attention after the date its opinion. Furthermore, as the Board was aware, the credit, financial and stock markets had been experiencing significant volatility, due to, among other things, the COVID-19 pandemic and related illnesses and the direct and indirect business, financial, economic and market implications thereof, and Truist Securities expressed no opinion or view as to any potential effects of such volatility on the Company or the Merger.

Truist Securities’ opinion only addressed the fairness, from a financial point of view, to the holders of Company common stock (other than the Excluded Holders) 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 of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, the voting and support agreements in favor of Parent and Merger Sub to be entered into by certain beneficial owners of Company common stock.

Truist Securities was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Board, the Company or any other party to proceed with or effect the Merger; (ii) the form, structure or any other portion or aspect of the Merger; (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of any party (other than the holders of Company common stock (other than the Excluded Holders) in the manner set forth in the opinion); (iv) the relative merits of the Merger as compared to any alternative business strategies that might exist for the Company or any other party or the effect of any other transaction in which the Company or any other party might engage; (v) whether or not Parent, Merger Sub, the Company or any other party is receiving or paying reasonably equivalent value in the Merger; (vi) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents or the fairness of the allocation of any consideration amongst or within classes or groups of security holders or other constituents; (vii) the solvency, creditworthiness or fair value of Parent, Merger Sub, the Company or any other participant in the Merger or any of their respective assets under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters; or (viii) the fairness,

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financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise. Furthermore, Truist Securities did not provide any opinion, counsel or interpretation in matters that require legal, regulatory, accounting, insurance, tax, environmental or other similar professional advice. Truist Securities assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Truist Securities relied, with the Board’s consent, on the assessments by the Board, the Company and their respective advisors as to all legal, regulatory, accounting, insurance, tax and environmental matters with respect to the Company and the Merger.

In performing its analyses, Truist Securities 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. The implied valuation reference ranges indicated by Truist Securities’ analyses are illustrative and not necessarily indicative of actual 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 Truist Securities. Much of the information used in, and accordingly the results of, Truist Securities’ analyses are inherently subject to substantial uncertainty.

Truist Securities’ opinion and analyses were provided to the Board in connection with its evaluation of the proposed Merger and were among many factors considered by the Board in evaluating the proposed Merger. Neither Truist Securities’ opinion nor its analyses were determinative of the Merger Consideration or of the views of the Board with respect to the proposed Merger. Truist Securities was retained by the Company as an independent contractor, and did not act as an agent or fiduciary of the Board, the Company, the security holders or creditors of the Company or any other person or entity.

Discounted Cash Flow Analysis

The following is a summary of the discounted cash flow analysis performed by Truist Securities in connection with its opinion rendered to the Board on December 22, 2020.

Discounted cash flow analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by the Company (including the terminal value of the equity) which are then discounted back to the present.

Truist Securities performed the discounted cash flow analysis of the Company by calculating the estimated net present value of the projected unlevered free cash flows (calculated as earnings before interest and taxes, less taxes, plus depreciation and amortization, less capital expenditures and less the amount of any increase or plus the amount of any decrease in net working capital) of the Company based on the Management Projections for the years 2021 to 2024. Truist Securities applied perpetuity growth rates ranging from 0.0% to 2.0%, taking into account its experience and professional judgment, to the year 2024 estimated unlevered free cash flow of the Company to calculate the terminal values of the Company. The net present values of the projected unlevered free cash flows and terminal values of the Company were then calculated using discount rates ranging from 13.0% to 14.0%, taking into account Truist Securities’ experience and professional judgment and an estimate of the Company’s weighted average cost of capital.

The discounted cash flow analysis indicated an implied value reference range of $6.93 to $8.54 per share of Company common stock, as compared to the Merger Consideration of $7.71 per share of Company Common stock.

Other Illustrative Analysis

Truist Securities also reviewed with the Board, solely for informational purposes, the 52-week high and low closing trading prices of the Company common stock as of December 16, 2020, which were $7.27 and $1.77 per share of Company common stock, respectively, and the closing trading price of the Company common stock as of December 16, 2020, which was $7.07 per share of Company common stock, in each case as compared to the Merger Consideration of $7.71 per share of Company common stock.

Truist Securities and its affiliates may in the future provide investment banking and other financial services to the Company, Parent, and/or certain of their respective affiliates for which Truist Securities and its affiliates would expect to receive compensation. Truist Securities is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Truist Securities and its affiliates may acquire, hold or sell, for its and its 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, Parent and/or certain of their respective affiliates and any other company that may be involved in the Merger, as well as provide investment banking and other financial services to such companies. In addition, Truist Securities and its affiliates (including Truist Bank and Truist Financial Corporation) may have other financing and business relationships with the Company, Parent and their respective affiliates.

Financing of the Merger

Debt Financing

Parent has received the Debt Commitment Letter from Oaktree Capital Management, L.P. and LBC Credit Partners, Inc. (collectively, the “Financing Sources”) to provide, subject to the conditions set forth in the Debt Commitment Letter, a senior secured first lien credit facility in the aggregate principal amount of $149.0 million (the “Credit Facilities”) comprised of (i) $134.0 million aggregate principal amount of term loans to be drawn at the closing of the Merger for the purposes of financing the Merger and paying related fees and expenses and (ii) a revolving credit facility in an aggregate principal amount of $15.0 million. We refer to the financing contemplated by the Debt Commitment Letter as the “Debt Financing.”

The Debt Commitment Letter will expire as provided therein if either the closing of the Credit Facilities or the funding of the initial loans thereunder has not occurred on or before April 30, 2021.

The consummation of the Debt Financing is subject to the following conditions: (1) execution and delivery of the required definitive documentation for the Credit Facilities and other customary closing documents, (2) the agent for the lenders shall have been granted perfected first priority security interests in the collateral, subject to permitted liens and encumbrances, (3) Ardian and its affiliates shall have invested a minimum of 40.0% of the total pro forma capitalization of the holding company of borrower and its subsidiaries, on the closing date, directly or indirectly, in the form of cash into the capital stock or other equity securities of the borrower (investments in preferred equity securities of the borrower must be on terms and conditions reasonably satisfactory to the lenders), (4) the Merger Agreement must be in form and substance reasonably satisfactory to the lenders and, concurrently with the funding of the initial borrowing under the Credit Facilities, the Merger shall have been consummated in accordance with the Merger Agreement (without any amendment, modification or waiver thereof that would be materially adverse to the lenders without their consent (such consent not to be unreasonably withheld, delayed or conditioned)), (5) the lenders hall have received (a) internal consolidated financial statements of the borrower (after giving effect to the Merger) as of the last date for the most recently completed month ended at least 45 days prior to the Closing Date and (b) a certificate from the chief financial officer of the borrower certifying that financial statements delivered were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the preparer thereof to be reasonable at the time prepared, (6) since the date of the Merger Agreement, there has not been any “Material Adverse Effect” (as defined in the Merger Agreement), (7) payment of all outstanding indebtedness of the borrower and its subsidiaries and cancellation of all credit facilities, lines of credit and other funding commitments, other than permitted debt and in any event excluding intercompany debt, (8) certification of the chief financial officer of the borrower of the solvency of the borrower and the guarantors in the form attached to the Debt Commitment Letter, (9) specified representations in the Merger Agreement shall be true and correct to the extent required in the Debt Commitment Letter and specified representations in the definitive documentation for the Credit Facilities shall be true and correct in all material respects, (10) the lenders shall have received certain information required under KYC and anti-money laundering rules and regulations and (11) payment of all fees and expenses required to be paid on the Closing Date.

Equity Financing

Parent has received the Equity Commitment Letter from the Investors, pursuant to which the Investors have committed, subject to the terms and conditions of the Equity Commitment Letter, to invest in Parent, directly or indirectly, cash in an aggregate amount equal to $89.7 million (subject to adjustment as set forth in the Equity Commitment Letter) solely for the purposes of funding, and to the extent necessary to fund, the merger

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consideration upon the closing of the Merger. We refer to the financing contemplated by the Equity Commitment Letter, as may be amended, restated, supplemented or otherwise modified from time to time, as the “Equity Financing.” The funding of the Equity Financing is subject to (i) the terms of the Equity Commitment Letter (including the satisfaction or waiver of the conditions to Parent’s, Merger Sub’s and the Company’s obligations to consummate the transactions contemplated by the Merger Agreement), (ii) the substantially contemporaneous funding of the Debt Financing, and (iii) the consummation of the Merger in accordance with the Merger Agreement. The Company is an express third party beneficiary of the Equity Commitment Letter for the limited purposes provided in the Equity Commitment Letter, which include the right of the Company (subject to the Company being entitled under the Merger Agreement to the remedy of specific performance to enforce Parent’s obligation to cause the Equity Financing to be funded and to fund the closing of the Merger) to require Parent to seek specific performance of each Investor’s obligation to fund its committed portion of the Equity Financing in accordance with the terms of the Equity Commitment Letter and the Merger Agreement.

Guarantee

Concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, Parent and Merger Sub delivered the Guarantee from Guarantor, in favor of the Company and pursuant to which, subject to the terms and conditions of the Guarantee, Guarantor guaranteed certain obligations of Parent in connection with the Merger Agreement.

Each Investor’s obligation to fund its equity commitment will expire automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the consummation of the closing of the Merger, (c) the date that the Company, any of its affiliates or its shareholders asserts in any litigation or other proceeding any claim against an Investor or certain of its related parties identified in the Equity Commitment Letter relating to Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated thereby (excluding any claim for specific performance against Parent and Merger Sub as and when permitted under the Merger Agreement and the Equity Commitment Letter and any claim against Ardian North America Fund II, L.P. under the Guarantee pursuant to the terms thereof), and (d) any judgment against Parent relating to the Merger Agreement that results in the payment in full of the Parent Termination Fee pursuant to the Guarantee.

Closing and Effective Time of Merger

If the Merger is approved at the special meeting then, assuming timely satisfaction of the other necessary closing conditions, we anticipate that the Merger will be completed promptly thereafter. The Effective Time of the Merger will occur as soon as practicable following the closing of the Merger upon the filing of a certificate of Merger with the Secretary of State of the State of Georgia (or at such later time as may be agreed in writing by Parent, Merger Sub and the Company and specified in the certificate of Merger).

Payment of Merger Consideration and Surrender of Stock Certificates

At the Effective Time, each share of Company common stock issued and outstanding immediately prior to the Effective Time (excluding shares owned (i) by the Company (including treasury shares), Parent or Merger Sub and (ii) by any direct and indirect wholly-owned subsidiary of the Company or Parent (other than Merger Sub) and (iii) by shareholders who have perfected and not withdrawn a demand for dissenters’ rights or otherwise lost dissenters’ rights under Georgia law) will be converted into and become the right to receive the Merger Consideration of $7.71 per share in cash, without interest and less any required withholding taxes.

Before the Merger, but not less than ten business days prior to the closing of the Merger, Parent and the Company will jointly select a nationally recognized bank or trust company (the “Paying Agent”) to make payment of the Merger Consideration. At or prior to the closing of the Merger, Parent will irrevocably deposit, or cause to be deposited, with the Paying Agent, cash equal to the aggregate consideration to which holders of Company common stock become entitled to pursuant to the Merger Agreement.

Promptly after the Effective Time (and in any event within (3) business days), Parent and the Surviving Corporation will cause the Paying Agent to mail to each holder of record as of immediately prior to the Effective Time (other than (i) shares held directly by the Company, Parent or Merger Sub as of immediately prior to the Effective Time (collectively, the “Owned Company Shares”) and (ii) by any direct or indirect wholly-owned

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subsidiary of the Company or Parent (other than Merger Sub) as of immediately prior to the Effective Time (collectively, the “Converted Company Shares”)) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company common stock (other than Owned Company Shares or Converted Company Shares) (the “Certificates” (if any)); and (ii) uncertificated shares of Company common stock that represented outstanding shares of Company common stock (other than Owned Company Shares or Converted Company Shares) (the “Uncertificated Shares”) (A) in the case of Certificates, a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent; and (B) in the case of Certificates and Uncertificated Shares, instructions for effecting the surrender of the Certificates and Uncertificated Shares in exchange for payment of the Merger Consideration payable in respect thereof.

Upon surrender of Certificates for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive an amount in cash equal to (x) the aggregate number of shares of Company common stock represented by each such Certificate, multiplied by (y) the Per Share Price, less any required withholding taxes. Any surrendered Certificates will subsequently be cancelled.

In the case of a book-entry transfer of Uncertificated Shares, upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to (1) the aggregate number of shares of Company common stock represented by such holder’s transferred Uncertificated Shares multiplied by (2) the Per Share Price, less any required withholding taxes. The transferred Uncertificated Shares so surrendered will subsequently be cancelled.

You will not be entitled to receive the Merger Consideration until you deliver all required documentation to the Paying Agent. You should not return your Certificates with the enclosed proxy card, and you should not forward your Certificates to the Paying Agent without a letter of transmittal.

Interests of Certain Persons in the Merger

Our executive officers and members of our Board may be deemed to have interests in the execution and delivery of the Merger Agreement and all of the transactions contemplated thereby, including the Merger, that may be different from or in addition to those of our shareholders, generally. These interests may create potential conflicts of interest. Our Board was aware of these interests and considered them, among other things, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby. As described in more detail below, these interests include:

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Outstanding Shares held by Directors and Executive Officers

The following table sets forth the number of shares of Company common stock beneficially owned as of January 11, 2021 by each of our executive officers and directors, excluding shares issuable upon the exercise of Company Stock Options, the shares issuable with respect to any Company Deferred Stock Plan Units, Company RSUs, shares issuable pursuant to Company PBUs and any shares of Company Restricted Stock that will not vest within 60 days of January 11, 2021, and the aggregate Merger Consideration that would be payable for such shares.

Notes:

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Treatment of Outstanding Equity Awards

At the Effective Time, each Company Stock Option, Company RSU, Company SAR, Company PBU, share of Company Restricted Stock and Company Deferred Compensation Stock Unit (as each term is defined below) will be cancelled and converted into the right to receive the Merger Consideration as follows:

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foregoing actions will be contingent upon the occurrence of the Effective Time. Additionally, if any outstanding Company RSUs granted to a director of the Company, prior to the Effective Time, are subject to a deferral election under the Directors Plan, such Company RSUs will be deemed to have been deferred into the Directors Plan in accordance with the applicable deferral election and then distributed to the director in payment of his or her Deferral Account as of the Effective Time.

The table below sets forth, for each of our executive officers and directors holding Company Stock Options, Company RSUs, Company SARs, Company PBUs, Company Restricted Stock and Company Deferred Compensation Stock Units as of January 11, 2021, (a) the aggregate number of shares of Company common stock subject to such Company Stock Options, Company RSUs, Company SARs, Company PBUs, Company Restricted Stock, and Company Deferred Compensation Stock Units and (b) the value of amounts payable in respect of such Company Stock Options, Company RSUs, Company SARs, Company PBUs, Company Restricted Stock and Company Deferred Compensation Stock Units on a pre-tax basis at the Effective Time, calculated by multiplying (i) in the case of Company RSUs, Company PBUs, Company Restricted Stock and Company Deferred Compensation Stock Units, the Per Share Price and, in the case of Company Stock Options and Company SARs, the excess, if any, of the Per Share Price over the exercise price per share of such Company Stock Option and Company SARs, by (ii) the number of shares of Company common stock subject to those Company Stock Options and Company RSUs, Company SARs, Company PBUs, Company Restricted Stock and Company Deferred Compensation Plan units.

Notes:

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Employment Arrangements

Our executive officers are not party to individual change in control agreements, but we have entered into employment agreements with Messrs. Stewart and Abkemeier which provide for severance benefits and obligations in connection with the termination of each named executive officer’s employment with the Company. We describe each of these agreements in more detail below.

Ronald E. Stewart. On December 13, 2013, we entered into an employment agreement with Mr. Stewart, the Company’s President and CEO. Mr. Stewart’s employment agreement provides for an annual base salary of $515,000 (subject to increase at the discretion of the compensation committee of the Board (the “Compensation Committee”)) and provides that Mr. Stewart will be eligible for an annual incentive bonus, based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. In accordance with the terms of his employment agreement, we granted Mr. Stewart a one-time equity grant of 100,000 non-qualified stock options, which vested over a period of three years from the date of the grant, and 150,000 shares of restricted stock, which vested in full on the third anniversary of the date of grant. In addition, Mr. Stewart’s employment agreement contains standard non-competition and non-solicitation provisions. Mr. Stewart is also eligible to receive additional stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. Mr. Stewart’s employment agreement further provides for standard expense reimbursement, vacation time, and other standard executive benefits.

On April 27, 2016, we entered into an amendment to Mr. Stewart’s employment agreement, which extended the term of his agreement until December 31, 2018. The amendment also provided for the increase of Mr. Stewart’s target and maximum short-term incentive opportunities (as a percentage of base salary) from 75% and 150%, respectively, to 90% and not less than 180%, respectively, and the grant of 200,000 stock appreciation rights (each, a “SAR”), which vested and became payable in cash in a lump sum on June 30, 2018. Upon vesting of the SARs, the Company paid Mr. Stewart an amount equal to the excess of (i) $9.70, the fair market value, as of June 29, 2018 (the last trading day before June 30, 2018), of the shares of the Company common stock with respect to the SARs that became vested and payable over (ii) the aggregate initial value of such SARs. The initial value of each SAR was equal to $4.71, the closing price of the Company’s common stock on April 27, 2016.

On October 25, 2017, we entered into a second amendment to Mr. Stewart’s employment agreement which, among other things, increased Mr. Stewart’s annual base salary from $515,000 to $550,000, increased Mr. Stewart’s target and maximum short-term incentive opportunities (as a percentage of base salary and to conform to Mr. Stewart’s 2017 incentive opportunities under the Company’s 2017 Short-Term Incentive Plan) from 90% and not less than 180%, respectively, to 100% and not less than 200%, respectively, and updated the “Restricted Territory” in which Mr. Stewart will be restricted from certain activities after the termination of his employment with the Company. The second amendment to Mr. Stewart’s employment agreement further extended the term of the agreement until December 31, 2021 and provided for the grant to Mr. Stewart of stock options to acquire 500,000 shares of the common stock, no par value, of the Company, at an exercise price of $7.35 (the “2017 Stock Options”). The 2017 Stock Options have a five-year term. One-third of the 2017 Stock Options (rounded down to the nearest whole share) vested and become exercisable as of December 31, 2019, and the remaining two-thirds of the 2017 Stock Options (rounded down to the nearest whole share) will vest and become exercisable in equal installments on December 31, 2020 and December 31, 2021, subject to Mr. Stewart’s continued employment through such dates.

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On December 13, 2018, the Compensation Committee approved an increase in Mr. Stewart’s salary to $625,000, effective as of January 1, 2019.

Pursuant to Mr. Stewart’s amended employment agreement, other than within two years after a change of control, in the event his employment is terminated without cause, if he terminates his employment for “good reason,” or in the event of Mr. Stewart’s death or incapacity, Mr. Stewart is entitled to: (i) payment of his annual base salary for the period equal to 12 months; (ii) payment of any actual earned full-year bonus (prorated) for the year in which Mr. Stewart’s employment termination occurs; (iii) continuation of health care plan coverage, other than that under a flexible spending account, for 12 months; (iv) payment of any accrued obligations; (v) vesting of a prorated number of outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on continued employment of Mr. Stewart through the first applicable vesting date immediately following the date of termination of employment for each type of such award based on the number of months elapsed since the immediately preceding vesting date (or, if none, since the grant date) of such award, as well as the continuation of outstanding stock options until the earlier of one year after the date of termination of Mr. Stewart’s employment or the original expiration date of the options; and (vi) payment of up to $20,000 of outplacement services. If Mr. Stewart is terminated within two years of a change of control, he is entitled to receive the same payments and benefits described in the preceding sentence except that (A) the payment of his annual base salary shall be for the period equal to 18 months and (B) his health care plan coverage shall continue for 18 months. In addition, in connection with a change of control, pursuant to the respective award agreements, Mr. Stewart’s outstanding unvested options and restricted stock with service-based vesting will vest in full and unvested PBUs will vest and become payable at the target performance level. If Mr. Stewart is terminated within two years after a change of control, he would be entitled to receive the severance described below in the table titled “Potential Change in Control Payments to Named Executive Officers” and the footnotes associated therewith under the heading “—Golden Parachute Compensation.” Additionally, if the Company fails to provide written notice to Mr. Stewart, at least 120 days prior to the expiration of the term of his employment agreement, that the Company does not intend to seek an extension of his term, and Mr. Stewart terminates his employment upon expiration of the term in accordance with such agreement, Mr. Stewart also shall be entitled to receive payment of his annual base salary for a period of four months. If the Company terminates Mr. Stewart’s employment for cause or Mr. Stewart terminates his employment for other than good reason, the employment agreement terminates and Mr. Stewart forfeits all unvested equity granted to him in connection with his employment, and in the case of termination for cause, also forfeits all vested stock options.

Kurt J. Abkemeier. On January 3, 2019, we entered into an employment agreement with Mr. Abkemeier, the Company’s Executive Vice President, Chief Financial Officer and Treasurer. Mr. Abkemeier’s employment agreement provides for an annual base salary of $350,000 (subject to increase at the discretion of the Compensation Committee) and provides that Mr. Abkemeier will be eligible for an annual incentive bonus, based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. In accordance with the terms of his employment agreement, we granted Mr. Abkemeier a one-time equity grant of 100,000 non-qualified stock options, which vest over a period of three years from the date of the grant, 32,000 shares of restricted stock, which vest over a period of three years from the date of the grant, and 12,000 PBUs, which vest in accordance with terms comparable to the terms of the PBUs granted to the Company’s executive officers on May 29, 2018. Pursuant to his employment agreement, Mr. Abkemeier was also granted an additional 24,000 PBUs, which will vest and become payable on substantially the same terms as the PBUs granted to other executive officers of the Company on November 15, 2019. In addition, Mr. Abkemeier’s employment agreement contains standard non-competition and non-solicitation provisions. Mr. Abkemeier is also eligible to receive additional stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. Mr. Abkemeier’s employment agreement further provides for standard expense reimbursement, vacation time, and other standard executive benefits.

On February 13, 2020, Mr. Abkemeier was appointed Executive Vice President, Chief Financial Officer and Treasurer (previously serving as the Company’s Chief Financial Officer and Treasurer). In connection with his appointment, Mr. Abkemeier’s annual salary was increased to $400,000 and he will be eligible for an annual incentive bonus (at target equal to 75% of his annual base salary and at a maximum of not less than 150% of his annual base salary) in accordance with the terms of the Company’s Short Term Incentive Plan.

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Pursuant to Mr. Abkemeier’s employment agreement, other than within two years after a change of control, if the Company terminates Mr. Abkemeier’s employment without cause, Mr. Abkemeier terminates his employment for good reason, or Mr. Abkemeier’s employment terminates upon the Company’s failure to renew, Mr. Abkemeier will be entitled to: (i) payment of his annual base salary for the period equal to the greater of one year or the sum of four weeks for each full year of continuous service Mr. Abkemeier has with the Company; (ii) payment of any actual earned full-year bonus (prorated) for the year in which Mr. Abkemeier’s employment termination occurs; (iii) continuation of health care plan coverage, other than that under a flexible spending account, for the period equal to the greater of one year or the sum of four weeks for each full year of continuous service Mr. Abkemeier has with the Company; (iv) payment of any accrued obligations; (v) vesting of a prorated number of outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on continued employment through the first applicable vesting date immediately following the date of termination of employment for each type of such award based on the number of months elapsed since the immediately preceding vesting date (or, if none, since the grant date) of such award, as well as the continuation of outstanding stock options until the earlier of one year after the date of termination of employment or the original expiration date of the options; and (vi) payment of up to $20,000 of outplacement services. If Mr. Abkemeier is terminated within two years of a change of control, he is entitled to receive the same payments and benefits described in the preceding sentence except that (A) the payment of Mr. Abkemeier’s annual base salary shall be for the period equal to the greater of 18 months or the sum of four weeks for each full year of Mr. Abkemeier’s continuous service with the Company, and (B) Mr. Abkemeier’s health care plan coverage shall continue for the period equal to the greater of 18 months or the sum of four weeks for each full year of Mr. Abkemeier’s continuous service with the Company. In addition, in connection with a change of control, pursuant to the respective award agreements, Mr. Abkemeier’s outstanding unvested options and restricted stock with service-based vesting will vest in full and the PBUs granted to Mr. Abkemeier will vest and become payable at the target performance level upon a change of control of the Company. If Mr. Abkemeier is terminated within two years after a change of control, he would be entitled to receive the severance described below in the table titled “Potential Change in Control Payments to Named Executive Officers” and the footnotes associated therewith under the heading “—Golden Parachute Compensation.” If the Company terminates Mr. Abkemeier’s employment for cause or Mr. Abkemeier terminates his employment for other than good reason, the employment agreement terminates and Mr. Abkemeier forfeits all unvested equity granted to him in connection with his employment, and in the case of termination for cause, also forfeits all vested stock options.

Gregory J. Owens. In January 2019, the Board of Directors appointed Mr. Owens to serve as the Company’s Executive Chairman and the Compensation committee approved an annual base salary for Mr. Owens of $415,000. On April 16, 2019, upon consideration of the responsibilities undertaken by Mr. Owens following his appointment as Executive Chairman, the Compensation Committee granted to Mr. Owens 104,856 shares of time-vested restricted stock as follows: (i) 48,059 shares, which vest in eleven installments of 4,369 shares on each of the first through eleventh monthly anniversaries of April 16, 2019, provided that Mr. Owens continues serving as Executive Chairman on such monthly anniversary, and (ii) 56,797 shares, which vest in thirteen installments of 4,369 shares on each of the twelfth through twenty-fourth monthly anniversaries of April 16, 2019, provided that Mr. Owens continues serving as Executive Chairman on such monthly anniversary. Pursuant to the terms of the applicable restricted stock award agreements, in connection with a change of control, Mr. Owens’ outstanding unvested restricted stock would vest in full.

280G Mitigation Actions

In connection with the Merger, Kurt Abkemeier, Executive Vice President, Chief Financial Officer and Treasurer, may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended (the “Code”). To mitigate the potential impact of Section 280G on the Company and Mr. Abkemeier and to preserve certain tax deductions for the Company, in accordance with the terms of the Merger Agreement, the Compensation Committee approved an early payment in December 2020 of a portion (which otherwise would have been paid in 2021) of the payment which was expected to be made to Mr. Abkemeier under the Company’s 2020 Short Term Incentive Plan, in an amount of $250,000.

Potential for Future Employment Arrangements

To our knowledge, no employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of PRGX, on the one hand, and Parent, Merger Sub, any of their affiliates or PRGX, on the other hand, existed as of the date of this proxy statement, and the Merger is not conditioned upon any executive officer or director of PRGX entering into any such agreement, arrangement or understanding.

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It is possible that certain members of our current management team will enter into employment arrangements with the Surviving Corporation which may become effective following the completion of the Merger. Such arrangements may include the right to purchase or participate in the equity of the Surviving Corporation or its affiliates. Any such arrangements with the existing management team are currently expected to be entered into before the Merger and will not become effective until after the Merger is completed, if at all. There can be no assurance that any parties will reach an agreement on any terms, or at all.

Golden Parachute Compensation

The table below, captioned “Potential Change in Control Payments to Named Executive Officers,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding compensation payable to named executive officers whose compensation is subject to an advisory vote of the shareholders as described below in the section of the proxy statement captioned “Proposal 3: Advisory Vote Regarding Golden Parachute Compensation.” The named executive officers of the Company are the chief executive officer, chief financial officer, and the next other most highly compensated executive officer, as determined for purposes of its most recent annual proxy statement (each of whom we refer to as a “named executive officer”). The table assumes the consummation of the Merger occurred on January 11, 2021, the latest practicable date to determine such amounts prior to the filing of this proxy statement and the employment of the named executive officer was terminated without “cause” on such date.

Notes:

Mr. Owens does not have an employment agreement and is not entitled to receive any payment upon termination of his employment or change in control other than with respect to certain equity awards as described in Note (2) below.

The cash termination payments described in this column include the following components:

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Mr. Owens does not have an employment agreement and is not entitled to receive any payment upon termination of his employment or change in control other than with respect to certain equity awards as described in Note (2) above.

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Notes:

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Employee Benefits

The Merger Agreement provides that, for a period of one year following the Effective Time, each individual who is an employee of the Company or any of its subsidiaries immediately prior to the Effective Time and continues to be an employee of Parent or one of its subsidiaries (including the Surviving Corporation) immediately following the Effective Time (each such individual, a “Continuing Employee”) will be provided with base salary or wages and health and welfare benefits (in each case, other than defined pension benefits, retiree health or other retiree welfare benefits and long-term incentive compensation (including equity incentive awards)) that, taken as a whole, are comparable in the aggregate to the base salary or wages and health and welfare benefits (in each case, other than defined pension benefits, retiree health or other retiree welfare benefits and long-term incentive compensation (including equity incentive awards)) provided to such Continuing Employee immediately prior to the Effective Time; provided, however, nothing described herein will prohibit the Surviving Corporation and its subsidiaries from providing equivalent equity-based or other incentives that are payable in cash in lieu of equity-based incentives payable in actual equity of the Surviving Corporation.

Indemnification of Directors and Officers; Insurance

The Merger Agreement provides that the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its subsidiaries pursuant to any indemnification agreements between the Company and any of its subsidiaries or Affiliates (as defined in the Merger Agreement), on the one hand, and any of their respective current or former directors, officers, employees or agents (and any person who becomes a director, officer, employee or agent of the Company or any of its subsidiaries prior to the Effective Time), on the other hand (each, together with such person’s heirs, executors and administrators, an “Indemnified Person”) as such agreements are in effect on the date of the Merger Agreement.

Further, during the period commencing on the Effective Time and for six years thereafter, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause the organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the subsidiaries of the Company as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

In addition, during the period commencing on the Effective Time and ending on the sixth anniversary of the Effective Time, the Merger Agreement provides that Parent and the Surviving Corporation will indemnify and hold harmless, to the fullest extent permitted by applicable law or pursuant to any indemnification agreements with the Company and any of its subsidiaries or Affiliates in effect on the date of the Merger Agreement, each current or former directors, officers, employees or agents of the Company or any of our subsidiaries or Affiliates against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines,

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penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding (including civil, criminal, administrative or investigative) when such legal proceeding arises out of, or pertains to, (i) the fact that such indemnified persons is or was a director, officer, employee or agent of the Company or such subsidiary or Affiliate; and (ii) any action or omission, or alleged action or omission, occurring at or prior to the Effective Time (including in connection with the approval of the Merger Agreement and the transactions contemplated thereunder), in such indemnified person’s capacity as a director, officer, employee or agent of the Company or any of its subsidiaries or other Affiliates. The Merger Agreement also provides that the Surviving Corporation will also advance all fees and expenses (including fees and expenses of any counsel) incurred by such indemnified persons in defense of such matters for which such indemnified persons are eligible to be indemnified pursuant to the Merger Agreement.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable law or pursuant to any indemnification agreements with the Company and any of its subsidiaries or Affiliates in effect on the date of the Merger Agreement, each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such legal proceeding arises, directly or indirectly, out of, or pertains, directly or indirectly, to, (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such subsidiary or Affiliate; or (ii) any action or omission, or alleged action or omission, occurring at or prior to the Effective Time (including in connection with the approval of the Merger Agreement and the consummation of the Merger whether asserted or claimed prior to, at or after the Effective Time), in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its subsidiaries or other Affiliates, or taken at the request of the Company or such subsidiary or Affiliate, including in connection with serving at the request of the Company or such subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to certain applicable provisions of the Merger Agreement, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. The Merger Agreement also provides that, in the event of any such legal proceeding, the Surviving Corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such legal proceeding; provided, that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Person is not entitled to indemnification, and only to the extent required by applicable law or applicable organizational documents of the Company and its subsidiaries or applicable indemnification agreements. Notwithstanding anything to the contrary in the Merger Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any legal proceeding for which indemnification may be sought by an Indemnified Person pursuant to the Merger Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such legal proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the Surviving Corporation.

The Merger Agreement also provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect to acts or omissions occurring at or prior to the Effective Time on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are at least as favorable to covered persons to those of the D&O Insurance. In satisfying these obligations, the Surviving Corporation will not be obligated to pay annual premiums in excess of 300% of the amount paid by the Company for coverage for its last full fiscal year (such 300% amount, the “Maximum Annual Premium”). If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, then the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carrier. Prior to the Effective Time, the Company may

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purchase a prepaid “tail” policy with respect to the D&O Insurance so long as the annual cost for such “tail” policy does not exceed the Maximum Annual Premium. If the Company elects to purchase such a tail policy prior to the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor its obligations thereunder for so long as such “tail” policy is in full force and effect and the Surviving Corporation and Parent will be relieved of their obligations to maintain in effect the D&O Insurance described above. If the Company is unable to obtain the “tail” policy and Parent or the Surviving Corporation are unable to obtain the D&O Insurance for an amount less than or equal to the Maximum Annual Premium, Parent will cause the Surviving Corporation to instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Annual Premium.

Representation on the Board of Directors

At the Effective Time, the directors of Merger Sub as of immediately prior to the Effective Time will become the directors of the Surviving Corporation, each to hold office until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal, in each case as provided in the organizational documents of the Surviving Corporation and by applicable law.

The foregoing summaries concerning the treatment of Company Stock Options, Company RSUs, Company SARs, Company PBUs, Company Deferred Compensation Stock Units and Company Restricted Stock held by our directors and officers, employee benefits, the indemnification of our directors and offers, the insurance that will be provided for our directors and officers, and the representation on the Board of the Company does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which has been attached hereto as Annex A and is incorporated herein by reference.

Material United States Federal Income Tax Consequences

The following discussion is a summary of certain material U.S. federal income tax consequences to holders of shares of Company common stock upon the exchange of shares of Company common stock for cash pursuant to the Merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a holder of shares of Company common stock in light of such holder’s particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This summary deals only with shares of Company common stock held as capital assets within the meaning of Section 1221 of the Code (i.e., generally, property held for investment) and does not address tax considerations applicable to any holder of shares of Company common stock that may be subject to special treatment under the U.S. federal income tax laws, including:

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This summary is based on the Code, the Treasury Regulations promulgated under the Code, and IRS rulings and judicial decisions, all as in effect as of the date hereof, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect that could adversely affect a holder of Company common stock. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE DISCUSSION SET OUT HEREIN IS INTENDED ONLY AS A GENERAL SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO A HOLDER OF SHARES OF COMPANY COMMON STOCK. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS OR ANY APPLICABLE INCOME TAX TREATIES.

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

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U.S. Holders

Payments with Respect to Shares of Company Common Stock

The exchange of shares of Company common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder who receives cash for shares of Company common stock pursuant to the Merger will recognize gain or loss, if any, equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares of Company common stock exchanged therefor. Gain or loss will be determined separately for each block of shares of Company common stock (i.e., shares of Company common stock acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. holder’s holding period for the shares of Company common stock is more than one year at the time of the exchange. Long-term capital gain recognized by certain U.S. holders, including individuals, generally is subject to tax at a lower rate than short-term capital gain or ordinary income. There are limitations on the deductibility of capital losses.

Medicare Tax

A U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the U.S. holder’s “net investment income” (or “undistributed net investment income” in the case of an estate or trust) for the relevant taxable year and (2) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income generally will include net gains recognized from the disposition of shares of Company common stock in the Merger. A U.S. holder that is an individual, estate or trust is urged to consult its own tax advisors regarding the applicability of the Medicare tax to its recognized gains in respect of any shares of Company common stock such holder disposes of in the Merger.

Information Reporting and Backup Withholding

A U.S. holder may be subject to information reporting and backup withholding at the applicable rate (currently 24%) with respect to the proceeds from the disposition of shares of Company common stock pursuant to the Merger. Certain U.S. holders are exempt from backup withholding, including corporations. A U.S. holder will not be subject to backup withholding if the U.S. holder provides a valid taxpayer identification number, which for an individual is ordinarily his or her social security number, and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9) or otherwise establishes an exemption from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder may be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and any overpayment may entitle the U.S. holder to a refund, if the required information is timely furnished to the IRS. Each U.S. holder should complete and sign the IRS Form W-9, which will be included with the letter of transmittal to be returned to the paying agent, to provide the information and certification necessary in order for the U.S. Holder not to be subject to backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

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Non-U.S. Holders

Payments with Respect to Shares of Company Common Stock

Payments made to a non-U.S. holder with respect to shares of Company common stock exchanged for cash pursuant to the Merger generally will not be subject to U.S. federal income tax on any gain realized upon the exchange of the shares of the Company common stock unless:

A non-U.S. holder described in the first bullet point above generally will be subject to U.S. federal income tax at a flat rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on any gain from the exchange of the shares of Company common stock, which may be offset by U.S. source losses of the non-U.S. holder, provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Unless an applicable income tax treaty provides otherwise, gain described in the second bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person. Non-U.S. holders that are corporations also may be subject to a branch profits tax at a rate of 30% (or applicable lower rate under an applicable income tax treaty) in respect of effectively connected gains, as adjusted for certain items.

With respect to the third bullet point above, the determination of whether the Company is a USRPHC depends on the fair market value of its United States real property interests relative to the fair market value of its other trade or business assets. The Company believes it is not and has not been a USRPHC for U.S. federal income tax purposes during the time period described above; however, it has not undertaken a formal determination. If you are a non-U.S. holder and held (actually or constructively) more than five percent (5%) of the shares of Company common stock at any time during the five-year period immediately preceding the date you exchange your shares and we are a USRPHC, any gain you recognize on the exchange of your shares will be treated as income that is effectively connected to a U.S. trade or business, and subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. holder were a resident of the United States. However, if you are a non-U.S. holder that owns (actually or constructively) five percent or less of the shares of Company common stock at all times during the five-year period ending on the date of disposition, because the shares of Company common stock are regularly traded on an established securities market (within the meaning of applicable Treasury Regulations), even if the Company constitutes a USRPHC, any gain realized on the receipt of cash for shares of Company common stock pursuant to the merger generally will not be subject to United States federal income tax.

Non-U.S. holders are urged to consult their own tax advisors regarding these rules and any applicable tax treaties that may provide for different results.

Information Reporting and Backup Withholding

A non-U.S. holder may be subject to information reporting and backup withholding at the applicable rate (currently 24%) with respect to the proceeds from the exchange of shares of Company common stock pursuant to the Merger. A non-U.S. holder can avoid being subject to backup withholding by certifying on an appropriate IRS Form W-8 that such non-U.S. holder is not a United States person, or by otherwise establishing an exemption in a manner satisfactory to the paying agent. Proceeds from the exchange of shares of Company common stock pursuant to the Merger conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting. Non-U.S. holders should consult their own tax advisors regarding the certification requirements for non-United States persons.

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Information provided by a non-U.S. holder may be disclosed to such non-U.S. holder’s local tax authorities under an applicable tax treaty or information exchange agreement.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the non-U.S. holder’s United States federal income tax liability, if the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, subject to the proposed Treasury Regulations discussed below, a 30% withholding tax may be imposed on the proceeds from the exchange of shares of Company common stock pursuant to the Merger paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

While withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of stock, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Holders of shares of Company common stock should consult their own tax advisors regarding the potential application of withholding under FATCA to the proceeds from the exchange of shares of Company common stock pursuant to the merger.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES OF COMPANY COMMON STOCK. HOLDERS OF SHARES OF COMPANY COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF EXCHANGING THEIR SHARES OF COMPANY COMMON STOCK FOR CASH IN THE MERGER UNDER ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS OR ANY APPLICABLE INCOME TAX TREATIES.

Regulatory Approvals and Notices

United States Antitrust Compliance. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until required information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “DOJ”) and applicable waiting period requirements have been satisfied. These requirements apply to Parent’s acquisition of the shares of the Company’s common stock in the Merger.

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