Contract analysis

I. HSR Act Filing Summary As you are aware, on February 16, 2024, both the acquiring person and the acquired person filed their respective Premerger Notification and Report Forms (each, a "Notification and Report Form") pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing regulations set forth at 16 C.F.R. Parts 801–803, with the FTC and the Antitrust Division of the U.S. Department of Jus

II. Grant of Early Termination of the HSR Waiting Period We are pleased to confirm that on March 8, 2024, the FTC granted early termination of the HSR Act waiting period applicable to the proposed transaction. The FTC issued Early Termination Notice No. 20240683 (Transaction No. 20241487), a copy of which is enclosed with this letter. The grant of early termination was received by this firm on the afternoon of March

III. Confirmation of Satisfaction of Section 6.1(c) of the EPA

Section 6.1(c) of the EPA provides, in relevant part, that the obligation of each of the Acquirer, the Sellers, and the Company to consummate the transactions contemplated by the EPA is subject to the satisfaction (or waiver by each of the Acquirer and the Sellers) of the following condition: "Any applicable waiting period (including any extension thereof) under the HSR Act relating to the Transactions shall have exp

Section 6.1(c) is structured as a mutual condition to closing — that is, it is a condition that must be satisfied (or waived) for the benefit of both the Acquirer, on the one hand, and the Sellers and the Company, on the other hand, before the parties are obligated to proceed to closing. Based upon the foregoing, we hereby formally confirm that by virtue of the FTC's grant of early termination of the HSR Act waiting

IV. No Ongoing Antitrust Impediments In addition to confirming the satisfaction of Section 6.1(c), we wish to note for the record that, as of the date of this letter, Calderwood & Harkness LLP is not aware of any pending or threatened antitrust challenge, investigation, proceeding, civil investigative demand, or other enforcement action by the FTC, the DOJ Antitrust Division, or any state attorney general with respec

V. Coordination Going Forward In anticipation of the closing of the transaction, Calderwood & Harkness LLP will prepare and deliver an HSR clearance certificate at closing, to be executed by an authorized officer of the Acquirer, certifying the expiration or early termination of the HSR Act waiting period and the absence of any pending or threatened governmental antitrust proceeding with respect to the transaction. W

VI. Contact Information Should you or your colleagues have any questions regarding the matters addressed in this letter, or should you require any additional information or documentation relating to the HSR Act filing or the antitrust regulatory clearance of the transaction, please do not hesitate to contact me directly at (212) 458-7120 or hbellamy@calderwoodharkness.com. In addition, the following members of the Ca