DPSIP DecisionPoint Systems Inc (CE)

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger of Derby Merger Sub, Inc., a wholly owned subsidiary of Barcoding Derby Buyer, Inc., with and into DecisionPoint Systems, Inc. (the “Merger”), and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire Proxy Statement and the annexes to this Proxy Statement, including, but not limited to, the Merger Agreement (as defined below), along with all of the documents to which we refer in this Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption, “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this Proxy Statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “DecisionPoint,” “the Company,” “we,” “our,” “us” and similar words refer to DecisionPoint Systems, Inc., including, unless the context suggests otherwise, our subsidiaries. Throughout this Proxy Statement, we refer to Barcoding Derby Buyer, Inc. as “Parent” and Derby Merger Sub, Inc.as “MergerCo.” In addition, throughout this Proxy Statement, we refer to the Agreement and Plan of Merger, dated April 30, 2024, by and among DecisionPoint, Parent and MergerCo, as the “Merger Agreement,” our common stock, par value $0.001 per share, as the Company’s “common stock” and the holders of our common stock, as “stockholders.” Unless indicated otherwise, any other capitalized term used in this Proxy Statement but not otherwise defined has the meaning assigned to such term in the Merger Agreement.

The Company, through its subsidiaries, consults, designs, and implements mobility-first enterprise solutions, retail solutions centered on Point-of-Sale systems and services that support our customer’s operations. DecisionPoint provides managed and professional services that better enable our customers to implement and manage complex projects on time and on budget. Our products and services are intended to help our clients improve their operations and drive greater productivity. DecisionPoint partners with hardware, software and services companies to combine enterprise-grade handheld computers, printers, tablets, smart phones and retail POS into solutions aimed to improve productivity, provide greater levels of customer services, allowing our customers to be more competitive. DecisionPoint leverages its software and services portfolio including our Mobile Conductor Platform which provides a “Direct Store Delivery” (DSD) solution to the wholesale distribution market via our proof-of-delivery and route accounting applications. Our ViziTrace Platform provides our customers with the ability to integrate radio frequency identification (“RFID”) technology’s into existing workflows, making them more efficient and effective in the marketplace. Our Managed Services and Managed Mobile Service offerings provide our customers a way to implement, manage, monitor, and maintain all these technologies for the lifetime of the implementation, while supporting and augmenting our customer’s IT teams.

The Company’s common stock is listed on NYSE American under the symbol “DPSI.” Our principal executive office is located at 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445 and our telephone number is (561) 900-3723.

Barcoding is a supply chain automation and innovation company that helps organizations be more efficient, accurate, and connected. With subject matter experience in data capture, labeling and printing, and mobile computing, Barcoding builds and manages solutions for information technology and operations teams worldwide. Founded in 1998, Barcoding is headquartered in Baltimore, MD, with its principal executive office located at 3840 Bank Street, Baltimore, MD 21224 and its telephone number (410) 385-8532. Barcoding was acquired by an affiliate of Graham Partners, Inc. (“Graham Partners”) in September 2023.

Graham Partners is a private investment firm focused on investing in technology-driven companies that are spurring innovation in advanced manufacturing, resulting in product substitutions, raw materials conversions, and disruptions to traditional end markets. Graham Partners can offer control or minority capital solutions and

typically targets companies with EBITDA up to $50 million. Since the firm’s founding in 1988 by Steven Graham, Graham Partners has closed over 160 acquisitions, joint ventures, financings, and divestitures. The committed capital raised since inception through the Graham Partners funds together with Graham-led co-investments totals approximately $5.5 billion as of December 31, 2023, pro forma for subsequent events, which differs from Graham’s Regulatory Assets Under Management of approximately $3.5 billion as of December 31, 2023. For more information, visit www.grahampartners.net.

Parent was formed on April 22, 2024 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. Parent’s principal executive office is located at 3811 West Chester Pike, Building 2, Suite 200, Newton Square, PA 19073 and its telephone number is (610) 408–0500. Upon completion of the Merger, the Company will be a wholly owned subsidiary of Parent.

MergerCo is a wholly owned subsidiary of Parent and was formed on April 22, 2024 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. MergerCo’s principal executive office is located at 3811 West Chester Pike, Building 2, Suite 200, Newton Square, PA 19073 and its telephone number is (610) 408–0500. Upon completion of the Merger, MergerCo will cease to exist.

Parent and MergerCo are affiliates of Barcoding Holdings, LLC, a portfolio company of Graham Partners.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time (as defined below), MergerCo will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Following the Merger, the Company’s common stock will no longer be publicly traded, and will be delisted from NYSE American. In addition, the Company’s common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company will no longer file periodic reports with the United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The time at which the Merger will become effective (the “Effective Time”) will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and MergerCo may agree and specify in the certificate of merger).

At the Effective Time, each share of the Company’s common stock that is outstanding as of immediately prior to the Effective Time (other than certain exceptions, including shares of the Company’s common stock owned by the Company, Parent or MergerCo or Dissenting Shares (as defined below)) will be cancelled and extinguished and automatically converted into the right to receive $10.22 in cash (the “Per Share Price”), without interest and subject to any applicable tax withholdings.

After the Merger is completed, you will have the right to receive the Per Share Price in respect of each share of the Company’s common stock that you own (subject to applicable tax withholdings), but you will no longer have any rights as a stockholder (except that the Company’s stockholders and beneficial owners who properly exercise their appraisal rights (the “Dissenting Shares”) will have a right to receive payment of the “fair value” of their shares of the Company’s common stock as determined pursuant to an appraisal proceeding, as contemplated by the General Corporation Law of the State of Delaware (the “DGCL”)). For more information, please see the section of this Proxy Statement captioned “The Merger—Appraisal Rights.”

The Merger Agreement provides that all equity awards granted under the Company’s 2014 Equity Incentive Plan (the “Company Equity Plan”), consisting of options to purchase shares of the Company’s common stock (“Company Options”) and restricted stock units relating to shares of the Company’s common stock (“Company

RSUs”), that are outstanding as of immediately prior to the Effective Time will be cancelled and converted into cash consideration equal to $10.22 (less the applicable per share exercise price, with respect to any Company Options) multiplied by the number of shares subject to the equity award, subject to any required tax withholdings, payable within five business days following the Effective Time. The Company Equity Plan will terminate as of the Effective Time. For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—Merger Consideration—Outstanding Company Options and Company RSUs.”

Prior to the Effective Time, Parent will select a bank or trust company reasonably satisfactory to the Company (the “Payment Agent”) to make payments of the Merger consideration to the Company stockholders. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent an amount of cash equal to the aggregate consideration to which the holders of the Company’s common stock become entitled pursuant to the terms of the Merger Agreement.

Upon receipt of a letter of transmittal by the Payment Agent, the Payment Agent will deliver to each holder of record of shares of the Company’s common stock the Per Share Price for such shares of common stock in exchange for such holder’s certificate or uncertificated shares. The amount of any Per Share Price paid to the Company’s stockholders may be subject to applicable tax withholdings.

For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—Exchange and Payment Procedures.”

The receipt of cash by a U.S. Holder (as defined in the section of this Proxy Statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for shares of the Company’s common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares less any prior distributions paid to such U.S. Holder with respect to its shares of the Company’s common stock that were treated as a return of capital. 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 in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

Any gain realized by a Non-U.S. Holder (as defined in the section of this Proxy Statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) pursuant to the Merger generally will not be subject to U.S. federal income tax unless certain circumstances exist as described further in the section of this Proxy Statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

For more information, please see the section of this Proxy Statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

The Company’s stockholders should consult their own tax advisors as to the particular tax consequences to them of exchanging their shares of the Company’s common stock for cash pursuant to the Merger under any federal, state, local or non-U.S. tax laws.

Pursuant to the Merger Agreement, Parent, MergerCo and the Company agreed to, and to cause its respective subsidiaries to, use its respective reasonable best efforts to take, or cause to be taken, all appropriate action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate and make effective the Merger, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities.

Concurrently with the Closing, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

At the Closing, the Company will make all necessary filings with the SEC to deregister its shares of common stock under the Exchange Act.

If the Merger is consummated, our stockholders (including beneficial owners of shares of the Company’s common stock) who (i) do not vote in favor of the adoption of the Merger Agreement, (ii) continuously hold of record or own beneficially, as applicable, their shares of the Company’s common stock through the Effective Time, (iii) properly perfect appraisal of their shares of the Company’s common stock, (iv) meet certain other conditions and statutory requirements described in this Proxy Statement, and (v) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares of the Company’s common stock in connection with the Merger under Section 262 of the DGCL (“Section 262”) if certain conditions set forth in Section 262 are satisfied. This means that these persons will be entitled to have their shares of the Company’s common stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of the Company’s common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to persons seeking appraisal, interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (ii) the interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares of the Company’s common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares of the Company’s common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of the Company’s common stock.

Only a stockholder of record or a beneficial owner may submit a demand for appraisal. To exercise appraisal rights, such person must (i) submit a written demand for appraisal to the Company before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not vote, in person or by proxy, in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold of record or own beneficially the subject shares of the Company’s common stock through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Company unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 for exercising appraisal rights are described in further detail in this Proxy Statement, which description is qualified in its entirety by Section 262. Pursuant to subsection (d)(1) of Section 262, this Proxy Statement must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic copy of Section 262 accessible without subscription or cost, which is available at the following URL and incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For more information, please see the section of this Proxy Statement captioned “The Merger—Appraisal Rights.”

The obligations of Parent and MergerCo, on the one hand, and the Company, on the other hand, to consummate the Merger are subject to the satisfaction or waiver in writing (where permissible) of certain conditions including:

For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.”

The obligations of Parent and MergerCo to consummate the Merger are not subject to any financing condition, however, if the Parent is unable to timely obtain financing, the Merger Agreement may be terminable and the Company may be entitled to a termination fee, as described in the section of this Proxy Statement captioned “The Merger Agreement – Termination of the Merger Agreement.”

Pursuant to an equity funding letter, dated April 30, 2024 (the “Equity Funding Letter”), Graham Partners VI, L.P. has committed to provide, or cause other investors to provide, Parent, at the consummation of the Merger, with an equity contribution of up to $56 million (the “Equity Financing”). The Company is a third-party beneficiary of the Equity Funding Letter and is entitled to cause Parent to enforce the Equity Financing, on the terms and subject to the conditions set forth therein and in the Merger Agreement.

In addition, Sound Point US Direct Lending, certain of its affiliates and Principal Global Investors (collectively, the “Lenders”) have entered into a debt commitment letter, dated April 30, 2024 (the “Debt Commitment Letter”), pursuant to which the Lenders have agreed to provide Thames Technology Holdings, Inc., an affiliate of Parent, at the consummation of the Merger, financing in the amount of up to $50 million for the benefit of Parent (the “Debt Financing”). Parent is expected to use the proceeds of the Equity Financing and the Debt Financing to pay the cash merger consideration and certain other payments and expenses related to the Merger.

In connection with the transactions contemplated by the Merger Agreement, on April 30, 2024, Parent and MergerCo entered into support agreements (collectively, the “Voting Agreements”) with the Company’s directors and executive officers and certain persons who beneficially own more the five percent of the Company’s outstanding common stock (collectively, the “Voting Agreement Stockholders”), in each case, solely in their capacity as holders of the Company’s common stock. Under the Voting Agreements, the Voting Agreement Stockholders have agreed, among other things and subject to the terms and conditions in the Voting Agreements and during the term of the Voting Agreements, to vote all of their shares of the Company’s common stock (i) in favor of the adoption of the Merger Agreement; (ii) against any Acquisition Proposal (as hereinafter defined), subject to certain exceptions, and (iii) in favor of the Adjournment Proposal if there are not sufficient votes for

the approval of the Merger Agreement Proposal on the date on which the Special Meeting is held. The Voting Agreements terminate upon the earliest to occur of (a) the Effective Time, (b) the date of mutual written agreement of the parties to terminate the Voting Agreements, (c) the date of the valid termination of the Merger Agreement in accordance with its terms or (d) the date on which the Determination Notice Period expires upon a Change in Recommendation solely to the extent the Company is permitted to make a Change in Recommendation in accordance with the Merger Agreement.

As of the close of business on May 24, 2024, the record date for the Special Meeting (the “Record Date”), the Voting Agreement Stockholders held, in the aggregate, approximately [ ]% of the outstanding shares of the Company’s common stock. For more information, please see the section of this Proxy Statement captioned “The Merger—The Support Agreements.”

Proposal 1. Approval of the proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”) requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock issued and outstanding as of the Record Date. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Proposal 2. Approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”) requires the affirmative vote of a majority of the votes cast at the Special Meeting.

Proposal 3. Approval of the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”) requires the affirmative vote of a majority of the votes cast at the Special Meeting.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [ ] shares of the Company’s common stock, representing approximately [ ]% of the shares of the Company’s common stock outstanding as of the Record Date. Each of our directors and executive officers has entered into a Voting Agreement that obligates such director or executive officer to vote all of such holder’s shares of the Company’s common stock for the adoption of the Merger Agreement and for the Adjournment Proposal if there are not sufficient votes for the approval of the Merger Agreement Proposal on the date on which the Special Meeting is held, in each case on the terms and conditions set forth in the Voting Agreement. For more information, please see the section of this Proxy Statement captioned “The Merger—The Support Agreements.”

The Special Meeting to consider and vote on the Merger Agreement Proposal and the Compensation Proposal will be held virtually on [ ], 2024, at [ ], Pacific Time. All stockholders as of the Record Date are cordially invited to attend the Special Meeting. Similar to its annual stockholder meetings, the Company is pleased to conduct the Special Meeting solely online via the internet through a live webcast and online stockholder tools. Stockholders will be able to attend the Special Meeting and vote by visiting www.virtualshareholdermeeting.com/DPSI2024SMand by using the 16-digit control number located on the proxy card or voting instruction form included with the proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this Proxy Statement to “attendance at the Special Meeting,” “present in person” or “in person” shall mean being virtually present at the Special Meeting.

You are entitled to vote at the Special Meeting if you owned shares of the Company’s common stock at the close of business on May 24, 2024, which is the Record Date for the Special Meeting. You will have one vote at the Special Meeting for each share of the Company’s common stock that you owned at the close of business on the Record Date.

As of the Record Date, there were [ ] shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority of the voting power of the Company’s common stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies.

After considering various factors described in the section of this Proxy Statement captioned, “The Merger—Recommendation of the Company Board and Reasons for the Merger,” the Board of Directors of the Company (the “Company Board”) unanimously: (i) determined that it is advisable and in the best interests of the Company and its stockholders to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by the Company and the performance by the Company of its obligations thereunder; and (iii) recommended that the stockholders of the Company adopt the Merger Agreement at this Special Meeting (the “Company Recommendation”).

The Company Board recommends that stockholders vote “FOR” the adoption of the Merger Agreement; “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Prior to obtaining the Company Stockholder Approval, the Company Board may withdraw or modify the Company Recommendation if the Company Board (or a committee thereof) determines in good faith, after consultation with its financial advisor and its outside legal counsel, that failure to do so would be inconsistent with its fiduciary obligations pursuant to applicable law. However, the Company Board cannot withdraw or change the Company Recommendation unless it complies with certain procedures in the Merger Agreement, including, but not limited to, notifying Parent of the Superior Proposal and providing Parent a period of four business days to amend the Merger Agreement such that such Superior Proposal no longer constitutes a Superior Proposal pursuant to the terms of the Merger Agreement. For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—The Company Recommendation; Change in Recommendation.”

In connection with the proposed Merger and the other transactions contemplated by the Merger Agreement, the Company retained Craig-Hallum Capital Group LLC (“Craig-Hallum”) to evaluate the fairness, from a financial point of view, to the stockholders of the Company’s common stock of the Per Share Price proposed to be paid to such stockholders pursuant to the Merger Agreement. On April 30, 2024, Craig-Hallum rendered to the Company Board its oral opinion, subsequently confirmed in a written opinion dated April 30, 2024 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in Craig-Hallum’s written opinion, the Per Share Price to be paid to the stockholders of the Company’s outstanding common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such stockholders.

The full text of Craig-Hallum’s written opinion, dated April 30, 2024, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Craig-Hallum in preparing its opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. Craig-Hallum’s opinion was provided for the information and assistance of the Company Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Merger and Craig-Hallum’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the stockholders of the Company’s outstanding common stock of the Per Share Price to be paid to such stockholders pursuant to the Merger Agreement. Craig-Hallum’s opinion did not address any other term or aspect of the Merger Agreement or the Merger and the other transactions contemplated by the Merger Agreement and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Merger and the other transactions contemplated by the Merger Agreement or any other matter.

Pursuant to an engagement letter between the Company and Craig-Hallum, the Company has agreed to pay Craig-Hallum an aggregate fee of approximately $240,000 for its delivery of a valuation report and the opinion.

The full text of Craig-Hallum’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Craig-Hallum in preparing its opinion.

When considering the recommendation of the Company Board that you vote to approve the Merger Agreement Proposal, the Company’s stockholders should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the Company’s stockholders more generally. The Company Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders. These interests include:

For more information, see the section of this Proxy Statement captioned “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Pursuant to the customary “no-shop” provisions of the Merger Agreement, the Company has agreed not to, and to cause its subsidiaries and its and their respective Representatives not to: (i) initiate, solicit, propose, induce the making, submission, or announcement of or knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as hereinafter defined); (ii) enter into or participate in discussions or negotiations with any person concerning an Acquisition Proposal or in furtherance of such inquiries or to obtain an Acquisition Proposal; (iii) enter into any agreement, letter of intent, acquisition agreement, memorandum of understanding, agreement in principle, joint venture agreement, partnership agreement or similar agreement relating to an Acquisition Proposal; (iv) release any person from any standstill agreement or similar obligation to the Company or any of its subsidiaries other than the automatic termination of standstill obligations pursuant to the terms of agreements as in effect as of the date of the Merger Agreement, by virtue of the execution and announcement of the Merger Agreement or otherwise; (v) afford access to the business, properties, assets, books or records of the Company and its subsidiaries to, any

person (other than Parent, MergerCo, or any designees of Parent or MergerCo) in connection with any Acquisition Proposal; or (vi) take any action that would constitute a Change in Recommendation (as hereinafter defined) (the foregoing restrictions described in clauses (i) through (vi) may be referred to herein collectively as the “non-solicitation obligations”).

Notwithstanding these restrictions, following the receipt by the Company, any of its subsidiaries or any of their respective representatives of a written Acquisition Proposal prior to receipt of the Company Stockholder Approval that was not solicited, encouraged or facilitated in violation, directly or indirectly, of the non-solicitation obligations of the Merger Agreement described above if the Company Board determines in good faith following consultation with its outside legal counsel and financial advisors that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal and failure to engage in negotiations or discussions with such person would be reasonably likely to be inconsistent with its fiduciary duties, the Company Board may (directly or through advisors or representatives) (i) furnish non-public information with respect to the Company and its subsidiaries to the person who made such Acquisition Proposal (provided that the Company (x) has previously or concurrently furnished such information to Parent and (y) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to the Company as the confidentiality agreement entered into between the Company and an affiliate of Parent and does not prevent the Company from providing any information to Parent and MergerCo to the extent required by the Merger Agreement); provided, that any competitively sensitive information or data provided to any such person pursuant to such confidentiality agreement who is, or whose affiliates include, a competitor, supplier or customer of the Company or any of its subsidiaries will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data; (ii) disclose to its stockholders any information that, after consultation with its outside legal counsel, is required to be disclosed under the DGCL or other applicable Law; (iii) participate in negotiations regarding such Acquisition Proposal; and (iv) subject to compliance with certain notice requirements and certain procedures hereinafter described, following receipt of a written Acquisition Proposal that constitutes a Superior Proposal, but prior to receipt of the Company Stockholder Approval, (A) withdraw or modify in a manner adverse to Parent, or fail to make, the Company Recommendation or recommend that the Company’s stockholders approve such Superior Proposal, (B) terminate the Merger Agreement in order to concurrently enter into a definitive agreement providing for a Superior Proposal (subject to paying the Company Termination Fee (as hereinafter defined)), (C) make a Change in Recommendation and (D) take any action that any court of competent jurisdiction orders the Company to take, but in each case referred to in clauses (i) through (iv) only if, after complying with certain notice and other procedures described hereinafter, the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties to the Company or its stockholders under applicable law. For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—No Solicitation of Other Offers.”

As described below, the Company will be required to pay Parent a termination fee of approximately $2.6 million (the “Company Termination Fee”) and all reasonable out-of-pocket costs and expenses up to an aggregate maximum amount of $1,000,000 in certain circumstances, including if the Company terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal. For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—The Company Recommendation; Change in Recommendation.”

In addition to the circumstances described above with respect to a termination by the Company in order to enter into a definitive agreement providing for a Superior Proposal, Parent and the Company have certain rights to terminate the Merger Agreement under customary circumstances, including (i) by mutual written consent; (ii) by either Parent or the Company if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order which, in either such case, has become final and non-appealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger; provided, however, that such right to terminate the Merger Agreement shall not be available to a party whose breach of any obligation under the Merger Agreement is the primary cause of a Governmental Authority enacting, issuing, promulgating, enforcing or entering any such Law or Governmental Order; (iii) by either Parent or the Company due to a breach of the Merger Agreement by the other party or an untrue representation or warranty by the other party such that the closing conditions with

respect thereto would be incapable of being satisfied by the Outside Date, provided, that neither such party will have the right to terminate the Merger Agreement pursuant to this provision if such party is then in material breach of its obligations under the Merger Agreement such that the closing conditions with respect thereto would not then be satisfied; (iv) by either Parent or the Company if the Merger has not been consummated by September 30, 2024 (the “Outside Date”), provided, however, that such right to terminate the Merger Agreement shall not be available to a party whose breach of any obligation under the Merger Agreement is the primary cause of the failure of the Effective Time to occur on or before the Outside Date; (v) by either Parent or the Company if the Company stockholders fail to adopt the Merger Agreement at the Special Meeting (or any adjournment thereof); (vi) by Parent if the Company Board effects a Change in Recommendation; (vii) by Parent if the Company Board publicly recommends or approves any Acquisition Proposal other than the Merger contemplated by the Merger Agreement; or (viii) by the Company pursuant to the Failure to Close Termination Right (as hereinafter defined). If the Merger Agreement is terminated under certain specified circumstances, the Company may be required to pay Parent the Company Termination Fee or Parent may be required to pay the Company a termination fee of approximately $5.2 million (the “Parent Termination Fee”) and all reasonable out-of-pocket costs and expenses up to an aggregate maximum amount of $1,000,000. For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—Termination of the Merger Agreement.”

Thames Technology Holdings, Inc, an affiliate of Parent (the “Guarantor”), has entered into a limited guaranty with the Company (the “Limited Guaranty”), pursuant to which the Guarantor has guaranteed certain obligations of Parent and MergerCo under the Merger Agreement, including payment of any Parent Termination Fee that may be owed by Parent pursuant to the Merger Agreement and reimbursement for all reasonable and documented out of pocket costs incurred by the Company, its subsidiaries, and their representatives in connection with their cooperation with arranging the Debt Financing, and any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith, subject to the terms and conditions set forth in the Merger Agreement and the Limited Guaranty. For more information, please see the section of this Proxy Statement captioned “The Merger Agreement—Termination of the Merger Agreement.”

If the Merger Agreement is not adopted by the Company stockholders, or if the Merger is not completed for any other reason: