Form PREM14A Select Interior Concepts For: Sep 02

The following questions and answers briefly address some commonly asked questions about the Special Meeting and the Merger. They may not include all the information that is important to SIC stockholders. SIC stockholders should carefully read this entire proxy statement, including the annexes and the other documents referred to herein incorporated by reference.

Certain statements and information in this proxy statement and the documents incorporated by reference herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “predict,” “budget,” “should,” “would,” “could,” “attempt,” “appears,” “forecast,” “outlook,” “estimate,” “continue,” “project,” “projection,” “goal,” “model,” “target,” “potential,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “are likely” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature and convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on SIC’s current expectations and beliefs concerning future developments and their potential effect on their respective businesses.

The forward-looking statements contained in this document speak only as of the date of this proxy statement and are largely based on SIC’s expectations for the future, which reflect certain estimates and assumptions made by their respective managements. These estimates and assumptions reflect SIC’s best judgment based on currently known market conditions, operating trends and other factors. Although SIC believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond SIC’s control. As such, managements’ assumptions about future events may prove to be inaccurate. For a more detailed description of the risks and uncertainties involved, see “Risk Factors” in SIC’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings.

These cautionary statements qualify all forward-looking statements attributable to SIC, or persons acting on either’s behalf. SIC management cautions you that the forward-looking statements contained in this proxy statement are not guarantees of future performance, and SIC cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to:

SIC is an installer and distributor of interior building products. SIC has leading market positions in the selection and importation of natural and engineered stone slabs for kitchen and bathroom countertops and specialty tile through its ASG operating segment. ASG sources natural and engineered stone from a global supply base and markets these materials through a national network of distribution centers and showrooms in 21 locations. In addition to serving the new residential and commercial construction markets with these materials, SIC also distributes products serving the repair and remodel market. SIC’s Common Stock is listed and traded on the NASDAQ under the ticker symbol “SIC.” SIC has its executive offices located at 400 Galleria Parkway, Suite 1760, Atlanta, GA 30339, and can be reached by phone at (888) 701-4737.

Parent was formed on August 4, 2021, 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 Subsidiary is a direct, wholly owned subsidiary of Parent and was formed on August 4, 2021.

Parent and Merger Subsidiary are each affiliated with the Sponsor, and Parent, Merger Subsidiary and the Sponsor are each affiliated with Sun. Sun is a global private equity firm focused on partnering with outstanding management teams to accelerate value creation. Sun focuses on defensible businesses in growing markets with tangible performance improvement opportunities in the Business Services, Consumer, Healthcare, Industrial, and Technology sectors. Immediately following the Effective Time, the Surviving Corporation will be indirectly owned by the Sponsor and certain of its affiliates.

In connection with the transactions contemplated by the Merger Agreement, (1) the Sponsor has provided Parent with an equity commitment and (2) Parent has obtained debt financing commitments from Cerberus Business Finance, LLC, in each case, to fund the payments required to be made at the Closing and to also fund certain other payments (including the Required Amounts (as defined in the section of this proxy statement captioned “—Financing”)), subject to the terms and conditions of the Merger Agreement. In addition, the Sponsor has provided an equity commitment to Parent with respect to the payment of certain liabilities and obligations of Parent or Merger Subsidiary under the Merger Agreement, subject to an aggregate cap equal to $31,847,500, including any reverse termination fee and amounts in respect of certain reimbursement obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by SIC, as specified in the Merger Agreement. For more information, please see the section of this proxy statement captioned “—Financing.”

This proxy statement is first being mailed on or about [   ], 2021 and constitutes notice of the Special Meeting in conformity with the requirements of the DGCL and the Bylaws.

This proxy statement is being provided to SIC stockholders as part of a solicitation of proxies by the SIC Board for use at the Special Meeting and at any adjournment or postponement of the Special Meeting. SIC stockholders are encouraged to read the entire document carefully, including the annexes to this document, for more detailed information regarding the Merger Agreement and the transactions contemplated by the Merger Agreement.

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/SIC2021SM, on [ ] [   ], 2021, at [  ] [a.m./p.m.], Eastern Time. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SIC2021SM, where SIC stockholders will be able to participate and vote online. This proxy statement is first being furnished to SIC’s stockholders on or about [   ], 2021.

At the Special Meeting, SIC stockholders will be asked to consider and vote on the following:

SIC will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof. This proxy statement, including the Merger Agreement attached hereto as Annex A, contains further information with respect to these matters.

The SIC Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of SIC and its stockholders, (ii) declared advisable and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) directed that the approval of the Merger Agreement be submitted to a vote at a special meeting of the stockholders of SIC, and (iv) resolved to recommend that the SIC stockholders adopt the Merger Agreement and approve the Merger. A description of factors considered by the SIC Board in reaching its decision to approve and declare advisable the foregoing proposals can be found in “The Merger—Recommendation of the SIC Board and its Reasons for the Merger” beginning on page 38.

The SIC Board unanimously recommends that SIC stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal at the Special Meeting.

SIC stockholders’ approval of Merger Proposal is a condition for the Merger to occur. If SIC stockholders fail to approve the Merger Proposal by the requisite vote, the Merger will not occur.

Only holders of Common Stock at the close of business on [   ], 2021, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. At the close of business on the Record Date, [  ] shares of Common Stock were issued and outstanding.

Holders of Common Stock are entitled to one vote for each share of Common Stock they own at the close of business on the Record Date.

A complete list of stockholders entitled to vote at the Special Meeting will be available for a period of at least ten (10) days prior to the Special Meeting. If you would like to inspect the list of SIC stockholders of

record, please call the Investor Relations department at (470) 548-7370 to schedule an appointment or request access. A certified list of eligible SIC stockholders will be available for inspection during the Special Meeting at [   ] by entering the control number provided on your proxy card, voting instruction form or notice.

The presence at the Special Meeting of the holders of a majority of the shares of Common Stock represented in person or by proxy, will constitute a quorum. As a result, there must be a majority of all of our outstanding shares of Common Stock represented by proxy or by stockholders present at the Special Meeting in order to have a quorum. Virtual attendance by stockholders of record at the Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Shares of beneficial owners who hold such shares in “street name” through a bank, broker, trust or other nominee and who fail to give voting instructions to their bank, broker, trust or other nominee will not be counted towards a quorum. Beneficial owners who virtually attend the Special Meeting will not count towards a quorum unless they instruct their shares or hold a legal proxy executed by their bank, broker, trust or other nominee. There must be a quorum for business to be conducted at the Special Meeting.

The person presiding at the meeting may adjourn the meeting from time to time, whether or not there is such a quorum. Failure of a quorum to be represented at the Special Meeting will result in an adjournment of the Special Meeting and may subject SIC to additional expense. Even if a quorum is present, the Special Meeting may also be adjourned in order to provide more time to solicit additional proxies in favor of approval of the Merger Proposal if sufficient votes are cast in favor of the Adjournment Proposal or the person presiding at the meeting so moves. In addition, the Special Meeting may be postponed by the SIC Board in its discretion.

Notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for the stockholders entitled to vote is fixed for the adjourned meeting, the SIC Board must fix a record date for noticed of the adjourned meeting in accordance with the Bylaws and provide a new notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting. In addition, the Special Meeting could be postponed before it commences.

If the Special Meeting is adjourned or postponed for the purpose of soliciting additional votes, stockholders who have already submitted their proxies will be able to revoke them prior to the final vote on the proposals. See “The Special Meeting of SIC’s Stockholders—Revocation of Proxies.” If you submit your proxy over the Internet or by telephone or submit a properly executed proxy card, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Common Stock. Accordingly, with respect to a SIC stockholder who is present in person or represented by proxy at the Special Meeting, such stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal. Additionally, the failure of a SIC stockholder who holds shares in “street name” through a bank, broker, trust or other nominee to give voting instructions to the bank, broker, trust or other nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Bylaws, approval of the Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting. Accordingly, if a SIC stockholder abstains from voting, fails to cast its vote either at the meeting or by proxy, or fails to give voting instructions to such stockholder’s bank, broker, trust or other nominee, such abstention or failure to vote will have no effect on the outcome of the vote of the Adjournment Proposal or the Advisory Compensation Proposal, as applicable.

The Merger is conditioned on, among other things, the approval of the Merger Proposal at the Special Meeting. The Advisory Compensation Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement. Regardless of whether a quorum is present at the Special Meeting, the person presiding at the meeting may also adjourn the Special Meeting.

Pursuant to the Voting Agreements, each of the B. Riley Stockholders and Solace Stockholders (which beneficially and collectively owned approximately 28.3% of the outstanding shares of Common Stock as of [   ], 2021) have agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Common Stock held by such stockholders as of such date (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby and (b) against (i) any action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated thereby, in each case, at every meeting of the Company’s stockholders at which such matters are to be voted on (including any adjournment or postponement thereof). For a more complete discussion of the Voting Agreements, please see “The Merger—Voting Agreements.”

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as voting “AGAINST” the Merger Proposal. However, abstaining from voting will have no effect on the Advisory Compensation Proposal and Adjournment Proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted in accordance with the SIC Board’s recommendation with respect to each proposal and consequently will be voted “FOR” each of (i) the Merger Proposal, (ii) the Advisory Compensation Proposal and (iii) the Adjournment Proposal.

Broker non-votes occur when (i) a bank, broker, trust or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker, trust or other nominee with such instructions. Banks, brokers and other nominees holding shares in “street name” are prohibited from voting uninstructed shares with respect to any of the SIC proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of Common Stock held in “street name” does not give voting instructions to the bank, broker, trust or other nominee, then those shares will not be counted as present in person or by proxy at the Special Meeting and accordingly will not count as present for purposes of determining whether a quorum exists.

If you are a stockholder of record and you do not sign and return your proxy card or vote over the Internet, by telephone or at the Special Meeting, your shares will not be voted at the Special Meeting, will not be counted as present in person or by proxy at the Special Meeting and will not be counted as present for purposes of determining whether a quorum exists.

For purposes of the Merger Proposal, a failure of record owners to vote, or a failure of beneficial owners to instruct their bank, broker, trust or other nominee to vote, will have the same effect as a vote “AGAINST” the Merger Proposal. A failure of record owners who are not present in person or represented by proxy at the Special Meeting to vote, or a failure beneficial owners to instruct their bank, broker, trust or other nominee to vote, will have no effect on the outcome of a vote on either of the Advisory Compensation Proposal or the Adjournment Proposal. All abstentions from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but not the Advisory Compensation Proposal or the Adjournment Proposal.

If you sign, date and return your proxy card and do not indicate how you want your shares of Common Stock to be voted, then your shares of Common Stock will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

At the close of business on [   ], 2021, directors and executive officers of SIC were entitled to vote 392,768 shares of Common Stock, or approximately 1.5% of the shares of Common Stock issued and

outstanding on that date. Directors and executive officers of SIC have informed SIC that they intend to vote their shares in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, although none of the directors and executive officers are obligated to do so.

Brett G. Wyard, chairman of the SIC Board, is a managing partner of the Solace Stockholders. Pursuant to a Voting Agreement entered into by the Solace Stockholders, the Solace Stockholders (which beneficially owned approximately 15.8% of the outstanding shares of Common Stock as of [  ], 2021) have agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Common Stock held by such stockholders as of such date (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby and (b) against (i) any action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated thereby, in each case, at every meeting of the Company’s stockholders at which such matters are to be voted on (including any adjournment or postponement thereof).

Bryant Riley, a member of the SIC Board, has shared voting and investment power over shares of Common Stock owned by the B. Riley Stockholders. Pursuant to a Voting Agreement entered into by the B. Riley Stockholders (which beneficially owned approximately 12.5% of the outstanding shares of Common Stock as of [   ], 2021), the B. Riley Stockholders have agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of the Common Stock held by such stockholders as of such date (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby and (b) against (i) any action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated thereby, in each case, at every meeting of the Company’s stockholders at which such matters are to be voted on (including any adjournment or postponement thereof).

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual Special Meeting will be held on [  ] at [  ] [a.m./p.m.], Eastern Standard Time. To participate in the Special Meeting and submit questions during the Special Meeting, visit www.virtualshareholdermeeting.com/SIC2021SM and enter the 16-digit control number on the proxy card, voting instruction form or notice you received. Online check-in will begin at [  ] [a.m./p.m.], Eastern Time. Please allow time for online check-in procedures. The virtual stockholder meeting format uses technology designed to increase stockholder access, save SIC and SIC stockholders time and money, and provide SIC stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, SIC provides stockholders with an opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting. Although SIC offers four (4) different voting methods, SIC encourages you to submit a proxy to vote either over the Internet or by telephone to ensure that your shares are represented and voted at the Special Meeting.

You can change or revoke your proxy at any time before the final vote at the Special Meeting. If you are the stockholder of record of your shares, you may revoke your proxy by:

The SIC Board is soliciting your proxy in connection with the Special Meeting, and SIC will bear the cost of soliciting such proxies, including the costs of printing and filing this proxy statement. SIC has retained Okapi Partners LLC (“Okapi”) as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting. For these services, SIC estimates it will pay Okapi a fee of $40,000, in addition to the reimbursement of out-of-pocket expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of SIC’s directors, officers and employees, without additional compensation.

Broadridge Corporate Issuer Solutions will tabulate the votes at the Special Meeting.

Each registered SIC stockholder will receive one copy of this proxy statement per account, regardless of whether you have the same address as another stockholder of record. SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two (2) or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, commonly called “householding,” provides cost savings for companies. If you hold shares through a broker, some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

SIC will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any SIC stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Investor Relations, at SIC’s principal executive offices, 400 Galleria Parkway, Suite 1760, Atlanta, Georgia 30339, or contact Investor Relations by telephone at (470) 548-7370 or by email at [email protected].

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Investor Relations, at SIC’s principal executive offices at 400 Galleria Parkway, Suite 1760, Atlanta, Georgia 30339.

If you need assistance voting or in completing your proxy card or have questions regarding the Special Meeting, please contact the SIC solicitation agent:

The discussion of the Merger and the Merger Agreement in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the Merger Agreement carefully in its entirety.

For purposes of this section, “Sun” means Sun Capital Partners, Inc. and its affiliated investment funds, collectively.

SIC’s senior management and the SIC Board regularly review SIC’s performance, strategy, competitive position, opportunities and prospects in light of current business and economic conditions and developments in the interior building products industry and the opportunities and challenges facing participants in the industry. These reviews have included consideration by SIC’s senior management and the SIC Board of potential strategic alternatives, including acquisitions, business combinations and other strategic transactions.

In 2019 through the first months of 2020, SIC engaged in a publicly announced evaluation of strategic, financial and operational alternatives with the assistance of SIC’s financial advisor, RBC Capital Markets, and SIC’s legal advisors pursuant to which SIC contacted 80 potential strategic partners, including Sun. As part of this process, Sun entered into a confidentiality agreement with SIC and submitted two non-binding letters of intent to acquire the Company’s ASG operating segment in August 2019 for a purchase price of between 7.0-8.0 times the last twelve (12) months’ pro forma adjusted EBITDA of ASG and in March 2020 for $200 million (approximately 6.0 times the 2019 adjusted EBITDA of ASG). At the conclusion of this strategic review, the SIC Board determined that, based on the lack of any actionable offers by potential strategic partners, the onset of the COVID-19 pandemic and available alternatives at the time, it was in the best interest of SIC stockholders for SIC to continue to execute on its standalone strategic direction.

From time to time since then, SIC’s senior management has met with other industry participants to discuss potential strategic transactions in light of dynamics in the interior building products industry and the potential to create long-term value by pursuing strategic transactions.

Since its inception, SIC has actively grown through acquisitions. Over the last two years, as a result of the COVID-19 pandemic and other corporate disruptions, however, the SIC Board determined to largely curtail SIC’s acquisition activity. As part of the SIC Board’s regular strategic planning process late in 2020, the SIC Board reviewed a number of the dynamics discussed above and determined for various reasons, including the ongoing consolidation in the interior building products industry and its belief that the market views SIC as a highly levered micro-cap company with limited organic growth prospects and few strategic peers to provide a comparative market valuation of SIC, to re-engage in its efforts to pursue potential strategic alternatives.

In late December 2020, Blackstone reached out through RBC Capital Markets and spoke with Mr. Bill Varner, SIC’s Chief Executive Officer and member of the SIC Board and Mr. Nadeem Moiz, SIC’s Chief Financial Officer regarding the interior building products industry and the potential opportunities for expansion in this market.

On February 8, 2021, SIC entered into an engagement letter with RBC Capital Markets, SIC’s historical financial advisor, for RBC Capital Markets to continue to provide investment banking and financial advisory services in connection with possible strategic transactions involving SIC.

During the week of February 8, 2021, representatives of Blackstone contacted representatives of RBC Capital Markets to discuss Blackstone’s pending acquisition of Interior Logic Group (“ILG”), one of the primary competitors of the Residential Design Services business of SIC (“RDS”), and the potential to engage in discussions with SIC regarding Blackstone’s interest in acquiring SIC as a complement to the ILG acquisition. The substance of these discussions were communicated to SIC’s senior management and the SIC Board.

Following these conversations, on February 13, 2021, Blackstone delivered to SIC a written, non-binding indication of interest proposing to acquire SIC in an all-cash transaction at a purchase price of $11.50 to $12.00 per share. On the last trading date prior to Blackstone’s delivery of such indication of interest, SIC’s stock price closed at $9.80 per share.

On February 14, 2021, the SIC Board held a meeting, at which members of SIC senior management and representatives of Alston & Bird LLP (“Alston & Bird”) and RBC Capital Markets were present to discuss the

Blackstone proposal. A representative of Alston & Bird discussed, among other things, the SIC Board’s fiduciary duties when considering strategic alternatives, including a potential sale of SIC. Following this discussion, RBC Capital Markets led a discussion with the SIC Board regarding the Blackstone proposal, preliminary financial perspectives on SIC, certain considerations in a third-party solicitation process to gauge potential interest of third parties in a strategic transaction with SIC and potential parties that could be contacted in connection with such process. After further discussion, the SIC Board instructed management and RBC Capital Markets to conduct a third-party solicitation process on behalf of SIC to determine other potential counterparties that would be interested in a transaction with SIC.

From February 18, 2021 to March 3, 2021, consistent with the SIC Board’s direction and discussions with members of SIC senior management, representatives of RBC Capital Markets contacted 12 parties, including 11 financial sponsors and one strategic party, to explore their potential interest in a transaction with SIC. Of those 12 parties, eight parties entered into confidentiality agreements with customary terms.

On February 23, 2021, the SIC Board held a virtual meeting at which representatives of SIC’s senior management team, Alston & Bird and RBC Capital Markets were present. Among other things, RBC Capital Markets reviewed with the SIC Board the Blackstone proposal, the status of ongoing discussions with Blackstone and other third parties and potential next steps in the process. Also at this meeting, SIC’s senior management presented to the SIC Board a draft of certain risk-adjusted, non-public financial forecasts for SIC as a standalone company (the “Financial Projections”), described more fully below in the section captioned “Financial Projections,” reflecting such management’s best currently available estimates and judgments of SIC’s future performance as a standalone company. The SIC Board discussed with senior management the Financial Projections and approved such Financial Projections for use by RBC Capital Markets in its financial analyses and directed that the Financial Projections be shared with Blackstone and included in the materials regarding SIC to be distributed to interested third parties that had executed confidentiality agreements with SIC.

Over the next few weeks, members of SIC senior management held management presentations for the eight interested third parties and made certain information regarding SIC, including the Financial Projections, business, legal, regulatory, accounting and other financial information, available to such parties in a virtual data room.

On February 25, 2021, RBC Capital Markets provided the SIC Board with certain information relating to RBC Capital Markets’ material relationships during the approximately prior two-year period with Blackstone and other active participants in SIC’s ongoing process, which included, among other relationships, RBC Capital Markets’ engagement as Blackstone’s financial advisor in its pending acquisition of ILG as publicly announced on February 1, 2021.

On February 27, 2021, the Governance Committee of the SIC Board held a meeting with representatives of Alston & Bird present. A representative of Alston & Bird led a discussion regarding the material relationships information provided by RBC Capital Markets to the SIC Board and certain related considerations.

On March 1, 2021, the SIC Board held a meeting at which representatives of SIC’s senior management team, Alston & Bird and RBC Capital Markets were present. At the meeting, among other things, RBC Capital Markets updated the SIC Board on the status of SIC’s third-party solicitation process. Representatives of RBC Capital Markets were then excused from the meeting and representatives of Alston & Bird led a discussion regarding the material relationships information previously provided by RBC Capital Markets to the SIC Board. After considering such relationships, the status of the SIC Board’s current process of reviewing potential strategic alternatives and RBC Capital Markets’ familiarity and long-standing relationship with SIC, the SIC Board determined that RBC Capital Markets should continue to serve as SIC’s financial advisor together with a co-financial advisor. The SIC Board discussed a number of investment banking candidates and determined, based on their experience and knowledge of the industry, among other qualifications, that it would seek to engage Truist Securities to act as a co-financial advisor with respect to any potential sale of SIC. The SIC Board then discussed general terms and compensation arrangements that would be acceptable for such a co-financial advisory engagement and approved the engagement of Truist Securities to act as a co-financial advisor, subject to negotiation of an acceptable engagement letter. Thereafter, in accordance with the SIC Board’s directives, SIC senior management negotiated and executed an engagement letter with Truist Securities and an amended engagement letter with RBC Capital Markets.

During the first weeks of March 2021, SIC provided selected interested parties that had signed confidentiality agreements with access to a virtual data room containing customary due diligence materials regarding SIC.

On March 3, 2021, members of SIC senior management conducted a customary management presentation with representatives of Blackstone. Representatives of RBC Capital Markets and Truist Securities were also present.

Later that day, SIC received an unsolicited letter from a strategic party (“Party A”) indicating its interest in acquiring SIC and requesting information regarding the Company.

On March 4, 2021, SIC entered into a confidentiality agreement with Party A and Party A was granted access to the virtual data room and provided with the same information regarding SIC that had been provided to other interested parties in connection with the strategic alternatives process. In accordance with SIC’s directives, SIC’s financial advisors informed Party A that it would need to move expeditiously given the overall process timing.

On March 9, 2021, members of SIC senior management conducted a customary management presentation with representatives of Party A. Representatives of RBC Capital Markets and Truist Securities were also present.

On March 15, 2021, Party A delivered to SIC a written, non-binding, preliminary indication of interest to acquire SIC for $12.00 per share in cash.

During mid-March 2021, all parties, other than Blackstone and Party A, informed SIC’s financial advisors that they would not be submitting proposals to acquire SIC. Three of these parties expressed interest in acquiring ASG from SIC noting that they were not submitting proposals because they did not want to acquire the RDS business segment.

On March 23, 2021, the SIC Board held a meeting at which representatives of SIC’s senior management team, Alston & Bird, RBC Capital Markets and Truist Securities were present. RBC Capital Markets and Truist Securities updated the SIC Board regarding the progress of the discussions with Blackstone and Party A and reviewed certain terms of each party’s proposal.

On March 26, 2021, Party A informed SIC’s financial advisors that Party A would not be further pursuing a potential transaction with SIC.

On March 28, 2021, SIC posted a draft definitive merger agreement to the virtual data room.

Over the course of the following weeks, Blackstone continued to conduct due diligence on SIC, and SIC’s management and financial advisors continued to have discussions with Blackstone regarding the potential acquisition of SIC.

On April 9, 2021, Blackstone delivered a letter to the SIC Board informing SIC that it was no longer interested in pursuing an acquisition of all of SIC and instead proposing to acquire only the RDS business segment from SIC for $225 million in cash, on a cash-free, debt-free basis. Such proposal was conditioned upon SIC agreeing to a Section 338(h)(10) election and noted that Blackstone had factored the tax benefits it would receive from such election into its proposal. Blackstone also requested that SIC negotiate exclusively regarding the sale of the RDS business segment.

On April 12, 2021, the SIC Board held a meeting at which representatives of SIC’s senior management team, Alston & Bird, RBC Capital Markets and Truist Securities were present. RBC Capital Markets and Truist Securities reviewed with the SIC Board the Blackstone proposal to acquire the RDS business segment and certain preliminary financial information relating to the RDS business segment. SIC’s Chief Financial Officer discussed with the SIC Board the tax implications of a sale of RDS business segment and making a Section 338(h)(10) election, based on a review by SIC’s third-party tax experts. Representatives of Alston & Bird discussed various structuring and legal matters relating to the proposed transaction, including the SIC Board’s fiduciary duties in the context of considering the Blackstone proposal.

On April 17, 2021, the SIC Board held a meeting to discuss the Blackstone proposal, together with members of SIC senior management and representatives of Alston & Bird, RBC Capital Markets and Truist Securities. Following this discussion, SIC’s financial advisors led a discussion with the SIC Board regarding the Blackstone proposal to acquire the RDS business segment, the after-tax proceeds that SIC expected to receive, based on

information provided by SIC’s management from SIC’s third-party tax expert, from the sale of the RDS business segment both with and without a Section 338(h)(10) election and strategies to increase the proposed purchase price. A representative of Alston & Bird reviewed the proposed terms of the exclusivity agreement requested by Blackstone noting that such agreement would not prohibit SIC from pursuing a potential sale of SIC or its ASG business segment. The SIC Board approved the terms of, and directed senior management to execute, the exclusivity agreement with Blackstone regarding the RDS business segment on behalf of SIC. In addition, the SIC Board discussed, with input from SIC’s senior management and financial advisors, third parties that potentially would be interested in acquiring SIC following the sale of the RDS business segment.

Over the course of the three weeks following the entry into the exclusivity agreement with Blackstone, Blackstone conducted due diligence with respect to the RDS business and SIC and its representatives negotiated the terms of a definitive equity purchase agreement for the sale of the RDS business segment with Blackstone and its representatives. In addition, the parties agreed that the transaction would be structured as a sale of the equity of the subsidiary of SIC that contained the RDS business for an aggregate purchase price of $215 million and that SIC would not make a Section 338(h)(10) election in connection with the transaction.

Beginning on May 3, 2021, and over the course of the following weeks, consistent with the SIC Board’s direction and discussions with members of SIC senior management, representatives of RBC Capital Markets and Truist Securities contacted a total of 39 parties (including those previously contacted), consisting of 36 financial sponsors, including Sun, and three financial sponsor-backed strategic parties, to explore their potential interest in acquiring SIC. Of those, 31 parties entered into confidentiality agreements with customary terms.

On May 9, 2021, the SIC Board held a meeting to approve the final terms of the sale of the RDS business segment to Blackstone, together with members of SIC’s senior management and representatives of Alston & Bird, RBC Capital Markets and Truist Securities. A representative of Alston & Bird led a discussion of the SIC Board’s fiduciary duties in connection with the approval of a sale of the RDS business segment to Blackstone and reviewed the terms of the definitive Equity Purchase Agreement. RBC Capital Markets and Truist Securities each then separately reviewed with the SIC Board certain financial matters relating to the RDS business and proposed RDS sale. At the conclusion of the meeting, the SIC Board unanimously approved the Equity Purchase Agreement.

Also on May 9, 2021, SIC and an affiliate of Blackstone executed the Equity Purchase Agreement. On May 10, 2021, prior to the opening of the financial markets that day, SIC publicly announced the execution of the Equity Purchase Agreement.

On May 17, 2021, members of SIC senior management, including Messrs. Varner, Moiz and Patrick Dussinger, president of ASG, conducted a telephonic question and answer session with representatives of Sun to address various high-level business topics related to SIC and ASG. Representatives of RBC Capital Markets and Truist Securities were also present.

During the week of May 17, 2021, in accordance with the SIC Board’s directives, SIC’s financial advisors contacted each of the interested parties, requesting that they prepare and deliver to SIC preliminary indications of interest, including purchase price and any other material terms, for the acquisition of SIC by June 1, 2021.

On May 18, 2021, SIC senior management conducted separate telephonic question and answer sessions with representatives from two other interested private equity sponsors (“Party B” and “Party C”) to address various high-level business topics related to SIC and ASG. Representatives of RBC Capital Markets and Truist Securities were also present.

From June 1, 2021 to June 3, 2021, SIC received preliminary indications of interest from seven parties, including Sun, Party B, Party C and another interested private equity sponsor (“Party D”). All of the indications of interest were qualified by a number of variables, including the completion of the sale of RDS, the minimum amount of after-tax proceeds resulting from such sale and the satisfactory completion of financial, legal and other due diligence. The indications of interest included proposals to acquire SIC after giving effect to the sale of RDS as well as proposals to acquire the ASG business either in an asset sale or equity sale transaction. As a result, these indications of interests contained significant variability and were difficult to compare. The valuations reflected in these preliminary indications of interest ranged from $11.89 to $15.92 per share in cash. Sun’s

indication of interest included a preliminary valuation range of $11.89 to $12.95 per share in cash to acquire all of SIC’s outstanding equity. The other 29 parties contacted either declined to execute a confidentiality agreement or declined to submit a bid following receipt of preliminary due diligence information.

Following a review of Sun’s preliminary indication of interest, and in accordance with SIC’s directives, SIC’s financial advisors notified Sun that it would need to increase its valuation of SIC in order for its involvement in SIC’s strategic alternatives process to continue. On June 8, 2021, Sun submitted a revised indication of interest increasing its proposed purchase price for an acquisition of SIC to $13.30 per share.

Between June 8, 2021 and June 28, 2021, SIC senior management conducted customary management presentations, with representatives of RBC Capital Markets and Truist Securities also present, with each of the seven parties, including Sun, that had submitted preliminary indications of interest.

On June 13, 2021, SIC opened a virtual data room including information relating to only SIC and the ASG business and invited each of the parties that had submitted preliminary indications of interest and their representatives to review due diligence materials on SIC and the ASG business. Thereafter, the parties and their representatives continued to conduct financial, accounting, tax, operational and legal due diligence through mid-June 2021.

On June 15, 2021, members of SIC senior management conducted an initial management presentation with representatives of Sun. Representatives of RBC Capital Markets and Truist Securities were also present.

On June 16, 2021, in accordance with SIC’s directives, SIC’s financial advisors delivered SIC’s bid process letter to the seven parties that continued to express interest in acquiring SIC, inviting each party to submit updated proposals to acquire SIC, including comments to a draft definitive merger agreement to be provided to such parties. Also on this date, SIC entered into a confidentiality agreement containing customary terms with another interested private equity sponsor (“Party E”).

On June 21, 2021, a draft definitive merger agreement prepared by SIC and Alston & Bird was provided to interested parties with instructions to provide comments on such draft agreement along with their updated proposals to acquire SIC.

On June 22, 2021, SIC received a letter from Party E indicating its interest in acquiring SIC for $14.00 per share and requesting information regarding SIC. On June 23, 2021, SIC granted Party E with access to the virtual data room and provided Party E with the same information regarding SIC that had been provided to the other interested parties in connection with the strategic alternatives process.

Between June 25, 2021 and July 8, 2021, three of the eight parties that submitted preliminary indications of interest informed SIC’s financial advisors that they would not be submitting a proposal to acquire SIC.

On June 28, 2021, SIC senior management conducted an initial management presentation with representatives of Party E. Representatives of RBC Capital Markets and Truist Securities were also present.

On June 30, 2021, SIC completed the sale of RDS for $215 million in gross proceeds, which SIC used to repay outstanding indebtedness and retaining the balance for general working capital purposes. Also on this date, SIC publicly announced its ongoing active evaluation of a full range of strategic, operational and financial alternatives, including, among other actions, additional initiatives as part of SIC’s operating plan, structural alternatives for SIC’s assets, optimizing SIC’s capital structure, and potential merger, acquisition or sale transactions.

Also on June 30, 2021, members of SIC senior management conducted another management presentation with representatives of Sun. Representatives of RBC Capital Markets and Truist Securities were also present.

On July 2, 2021, an unsolicited strategic party (“Party F”) contacted RBC Capital Markets to express interest in potentially acquiring SIC and requesting information regarding SIC. In accordance with SIC’s directives, SIC’s financial advisors informed Party F that it would need to move expeditiously given the overall process timing. SIC entered into a confidentiality agreement with Party F and Party F was provided with the same information regarding SIC that had been provided to the other interested parties.

On July 7, 2021, SIC received updated proposals to acquire SIC from Sun, Party B, Party C and Party E. The valuations reflected in these proposals ranged from $11.32 to $14.00 per share in cash, with Sun offering

$14.00 per share and Party E offering $13.00 per share. Each of the proposals contained information relating to financing arrangements for the transaction and conditions necessary for completion of due diligence and execution of a definitive agreement. Sun and Party C were the only bidders to include an issues list summarizing comments on the draft definitive merger agreement.

On July 8, 2021, SIC received an oral bid of $12.00 per share in cash from Party D.

Also on July 8, 2021, the SIC Board held a meeting to discuss the proposals received from Sun, Party B, Party C, Party D and Party E with members of SIC senior management and representatives of Alston & Bird, RBC Capital Markets and Truist Securities. Following this discussion, the SIC Board determined that the financial terms of the proposals from Parties B, C and D were not competitive with the proposals from Sun and Party E and instructed SIC’s financial advisors to inform Parties B, C and D that they would not be invited to participate further in the process.

On July 13, 2021, SIC senior management held discussions with representatives of Party E regarding potential acquisition targets and SIC’s strategy for growth. Representatives of RBC Capital Markets and Truist Securities were also present. Party E did not ultimately submit a final proposal to acquire SIC and informed SIC’s financial advisors that it would be prepared to engage in further discussions regarding a transaction at a valuation for SIC of $13.00 per share if SIC were unable to enter into a definitive agreement with another party.

On July 14, 2021, SIC received a letter from Party F indicating its interest in acquiring SIC for a purchase price of between $11.00 and $12.00 per share in cash.

Also on July 14, 2021, Messrs. Varner and Moiz had dinner with representatives of Sun. The next morning, members of SIC senior management conducted a management presentation with representatives of Sun. Representatives of RBC Capital Markets and Truist Securities were also present.

On July 16, 2021, SIC senior management held meetings with Sun and its advisors to discuss various items in the quality of earnings report prepared by SIC’s accounting firm in connection with the process. Representatives of RBC Capital Markets and Truist Securities were also present.

Also on July 16, 2021, in accordance with SIC’s directives, SIC’s financial advisors notified Party F that its indication of interest was insufficient in terms of valuation to merit its continuation in the process.

On the afternoon of July 18, 2021, the SIC Board held a meeting to discuss the proposals received to date with members of SIC senior management and representatives of Alston & Bird, RBC Capital Markets and Truist Securities present. SIC’s financial advisors led a discussion with the SIC Board regarding each of the proposals and a proposed process for soliciting final bids and negotiating and executing final documentation for a sale of SIC. A representative of Alston & Bird reviewed the issues list provided by Sun in connection with its bid noting a few items that potentially needed clarification. Following this discussion, the SIC Board determined to include two parties in the final round of the process, approved the process for soliciting final bids and directed that final bids, including, if applicable, financing commitments, be submitted by July 31, 2021 and a markup of the draft definitive merger agreement on or about July 23, 2021.

From July 19, 2021 through July 21, 2021, SIC senior management participated in discussions with representatives of Sun and its advisors concerning a number of due diligence areas, including legal, tax and financial and accounting matters. Representatives from SIC’s legal, financial and accounting advisors also attended these discussions.

Also on July 20, 2021, Sun participated in meetings with SIC senior management covering various business due diligence topics. Representatives of RBC Capital Markets and Truist Securities were also present.

During that same week, Sun informed SIC’s financial advisors that it would deliver its comments on the draft definitive merger agreement on or about July 27, 2021.

On July 27, 2021, Kirkland & Ellis delivered a revised draft of the definitive merger agreement on behalf of Sun to SIC. Among other revisions, the revised draft proposed a termination fee equal to 3.75% of SIC’s equity value. The draft also proposed that if Parent failed to complete the transaction when required to do so, SIC would be entitled, subject to the availability of debt financing, to either seek specific performance of Parent’s obligation to complete the transaction or terminate the merger agreement and receive a reverse termination fee.

In addition, Sun proposed that certain significant stockholders of SIC would sign voting agreements committing to vote in favor of the Sun transaction and against other competing transactions. Such voting agreements also contained provisions terminating such obligations if the SIC Board exercised its rights to terminate the merger agreement.

On July 29, 2021, a representative of Alston & Bird contacted a representative of Kirkland & Ellis to clarify certain terms in the revised draft.

On July 30, 2021, Sun delivered an updated proposal to SIC proposing a purchase price of $14.00 per share in cash and requesting the right to negotiate exclusively with SIC for a period of 10 days. In addition, Sun delivered drafts of equity and debt commitment letters and a form of voting agreement for SIC’s significant affiliated stockholders.

On August 2, 2021, the SIC Board held a meeting to discuss the Sun proposal, together with members of SIC senior management and representatives of Alston & Bird, RBC Capital Markets and Truist Securities. In advance of this meeting, SIC’s financial advisors provided the SIC Board with certain information relating to their respective material relationships with Sun during the approximately prior two-year period. After considering such information, the SIC Board determined that such relationships would not adversely affect the ability of its financial advisors to continue to act as SIC’s financial advisors in connection with the transaction with Sun. A representative of Alston & Bird then reviewed Sun’s comments to the definitive merger agreement. RBC Capital Markets and Truist Securities each then separately reviewed with the SIC Board preliminary financial analyses regarding SIC and the proposed transaction. SIC senior management reviewed the preliminary financial results for the second quarter ended June 30, 2021 and projected performance of SIC giving effect to the recently closed sale of the RDS business segment and industry dynamics. The SIC Board then discussed a number of possible responses to Sun and instructed SIC’s financial advisors to request an increased purchase price from Sun and improvement in the terms of the definitive merger agreement regarding, among other items, SIC’s ability to obtain uncapped monetary damages in the event that Parent failed to complete the merger.

On August 3, 2021, following numerous discussions with SIC’s financial advisors, Sun contacted representatives of SIC’s financial advisors proposing to increase its purchase price from $14.00 per share to $14.50 per share subject to SIC agreeing that its ability to obtain specific performance of Parent’s obligation to complete the transaction would be conditioned upon the availability of debt financing, that SIC’s monetary remedies would effectively be capped at the amount of a reverse termination fee, plus up to $1 million of enforcement expense reimbursement, and that Parent would be entitled to expense reimbursement, up to a cap of 3.75% of SIC’s equity value, if SIC’s stockholders did not approve the merger in certain circumstances. The SIC Board requested that Sun further increase its purchase price. Sun subsequently distributed a letter of intent proposing a purchase price of $14.50 per share reflecting these terms and requesting exclusivity through August 8, 2021. After authorization from the SIC Board, the letter of intent was executed by both parties on the evening of August 3, 2021.

On August 6, 2021, representatives of Alston & Bird distributed revised versions of the definitive merger agreement (including a revised expense reimbursement cap of 0.5% of SIC’s equity value) and the equity and debt commitment letters to Kirkland & Ellis.

Over the next several days, representatives from Alston & Bird and Kirkland & Ellis exchanged comments on and discussed the various transaction documentation. In addition, legal counsel for the two largest stockholders of SIC, Solace Capital and B. Riley, which are affiliated with board members Brett Wyard and Bryant Riley, respectively, negotiated the terms of the Voting Agreements with representatives of Sun.

On August 8, 2021, the SIC Board held a meeting to discuss the final terms of the proposed transaction, together with members of SIC senior management and representatives of Alston & Bird, RBC Capital Markets and Truist Securities. Final versions of the definitive Merger Agreement and related disclosure schedules and certain materials from RBC Capital Markets and Truist Securities were provided to the SIC Board in advance of such meeting. The General Counsel of SIC and a representative of Alston & Bird reviewed with the SIC Board the material terms of the final Merger Agreement. Also at this meeting, RBC Capital Markets and Truist Securities each separately reviewed with the SIC Board its financial analysis of the Merger Consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated August 8, 2021, to the SIC Board to the effect that, as of that date and based on and subject to the various procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as described in the opinion, the

Merger Consideration to be received pursuant to the Merger Agreement by holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates) was fair, from a financial point of view, to such holders. A representative of Alston & Bird then reviewed with the SIC Board its fiduciary duties in connection with potentially approving the Merger Agreement, the Merger and related transactions. Following further discussion and consideration of the Merger Agreement and the Merger, the SIC Board unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of SIC and the SIC stockholders, approved the Merger Agreement, the Merger, the Voting Agreements and related transactions, directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the SIC stockholders, and resolved to recommend that the SIC stockholders adopt the Merger Agreement and approve the Merger.

Later in the afternoon of August 8, 2021, SIC, Parent and Merger Subsidiary executed the Merger Agreement. Immediately following the execution of the Merger Agreement, the Solace Stockholders and B Riley Stockholders entered into the Voting Agreements with Parent and the Company.

On August 9, 2021, prior to the opening of the financial markets, SIC publicly announced the execution of the Merger Agreement.

By unanimous vote, the SIC Board, at a meeting held on August 8, 2021, among other things:

The SIC Board unanimously recommends that SIC stockholders vote “FOR” the Merger Proposal.

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the SIC Board consulted with SIC’s senior management, outside legal counsel and financial advisors. The SIC Board determined that entering into the Merger Agreement with Parent was in the best interests of SIC and its stockholders. In arriving at this determination and in recommending that the SIC stockholders vote their shares of Common Stock in favor of adoption of the Merger Agreement, the SIC Board considered many factors, including the following non-exhaustive list (not necessarily in order of relative importance), which the SIC Board viewed as generally positive or favorable in arriving at its determination, approval and related recommendation:

The SIC Board also considered and balanced against the potentially positive factors a number of possible uncertainties, risks and factors it deemed generally potentially negative or unfavorable in making its determination, approval and related recommendation, including the following non-exhaustive list (not necessarily in order of relative importance):

The SIC Board considered all of these factors as a whole, as well as others, and, on balance, concluded that the potential benefits of the Merger to SIC stockholders outweighed the possible risks, uncertainties, restrictions and potentially negative factors associated with the Merger.

The foregoing discussion of factors considered by the SIC Board is not intended to be exhaustive but is meant to include material factors considered by the SIC Board. The SIC Board collectively reached the conclusion to approve the Merger Agreement in light of the various factors described above and other factors that the members of the SIC Board believed were appropriate. In light of the variety of factors considered in connection with its evaluation of the Merger, the SIC Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the SIC Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The SIC Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The SIC Board based its recommendation on the totality of the information available to it, including discussions with SIC’s management and outside legal and financial advisors. It should be noted that this explanation of the reasoning of the SIC Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Concerning Forward-Looking Information” beginning on page 22.

SIC does not as a matter of course publicly disclose long-term projections as to future performance, revenues, operating income or other financial results. However, SIC’s management prepared the Projections for the SIC Board in connection with its evaluation of potential strategic alternatives. The Projections also were made available to RBC Capital Markets and Truist Securities and approved by the SIC Board for their use and reliance in connection with their respective financial analyses and opinions to the SIC Board as described in the section captioned “—Opinions of SIC’s Financial Advisors.” The Projections additionally were made available to Sun along with other potential counterparties in connection with their due diligence review of SIC. The Projections are not included in this proxy statement to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to the shares of Common Stock.

The Projections are forward-looking statements. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, the risks and uncertainties described below and those described in the section captioned “Cautionary Statement Concerning Forward-Looking Information” beginning on page 22. Although the Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by SIC with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SIC’s business, all of which are difficult or impossible to predict and many of which are beyond SIC’s control. The Projections reflect assumptions as to certain potential business decisions that are subject to change. Without limiting the generality of the foregoing, the Projections include assumptions relating to revenue growth, levels of

expenditures and capital structure and do not include future acquisitions. The Projections cover several years and such information by its nature becomes less predictive with each successive year. The Projections were prepared on a standalone basis without giving effect to the Merger. Furthermore, the Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.

In the view of SIC’s management, the Projections were reasonably prepared to reflect the best currently available estimates and judgments of SIC’s management of the future financial performance of SIC and other matters covered thereby. The inclusion of the Projections should not be regarded as an indication that SIC, any of its affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a prediction of actual future events, and this information should not be relied upon as such. The inclusion of the Projections herein should not be deemed an admission or representation by SIC that it views such Projections as material information. The inclusion of the Projections in this proxy statement should not be regarded as an indication that the Projections will necessarily be predictive of actual future events given the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by SIC or any other person regarding SIC’s ultimate performance compared to the Projections. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about SIC contained in its public filings with the SEC. For additional information, see the section captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Projections, stockholders are cautioned not to place undue, if any, reliance on the Projections.

The Projections included in this document have been prepared by, and are solely the responsibility of, SIC’s management. Neither our independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Some of the Projections are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”). 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. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude items that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The Company engaged RBC Capital Markets as a financial advisor to the Company in connection with the Merger. As part of this engagement, the SIC Board requested that RBC Capital Markets evaluate the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to the Merger Agreement by holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates). At an August 8, 2021 meeting of the SIC Board held to evaluate the Merger, RBC Capital Markets rendered an oral opinion, confirmed by delivery of a written opinion dated August 8, 2021, to the SIC Board to

the effect that, as of that date and based on and subject to the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as described in the opinion, the Merger Consideration to be received pursuant to the Merger Agreement by holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates) was fair, from a financial point of view, to such holders.

The full text of RBC Capital Markets’ written opinion, dated August 8, 2021, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. The written opinion sets forth, among other things, the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken by RBC Capital Markets in connection with its opinion. The following summary of RBC Capital Markets’ opinion is qualified in its entirety by reference to the full text of the opinion. RBC Capital Markets delivered its opinion to the SIC Board for the benefit, information and assistance of the SIC Board (in its capacity as such) in connection with its evaluation of the Merger. RBC Capital Markets’ opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Merger Consideration (to the extent expressly specified in such opinion) and did not address any other aspect of the Merger. RBC Capital Markets’ opinion also did not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger compared to any alternative business strategy or transaction that may be available to the Company or which the Company might engage in or consider. RBC Capital Markets did not express any opinion and does not make any recommendation to any securityholder as to how such securityholder should vote or act with respect to the Merger or any proposal to be voted upon in connection with the Merger or otherwise.

In rendering its opinion, RBC Capital Markets assumed and relied upon the accuracy and completeness of all information that was reviewed by RBC Capital Markets, including all financial, legal, tax, accounting, operating and other information provided to or discussed with RBC Capital Markets by or on behalf of the Company (including, without limitation, financial statements and related notes), and upon the assurances of the Company’s management and other representatives that they were not aware of any relevant information that was omitted or that remained undisclosed to RBC Capital Markets. RBC Capital Markets did not assume responsibility for independently verifying and did not independently verify such information. RBC Capital Markets assumed that the financial projections and other estimates and data that RBC Capital Markets was

directed to utilize in its analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of, and were a reasonable basis upon which to evaluate, the Company and the other matters covered thereby. RBC Capital Markets expressed no opinion as to any such financial projections or other estimates and data utilized in RBC Capital Markets’ analyses or the assumptions upon which they were based.

RBC Capital Markets relied upon the assessments of the Company’s management as to, among other things, (i) the potential impact on the Company of market, competitive, seasonal, cyclical, macroeconomic and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the interior building products and services industry and the geographic regions in which the Company operates, (ii) implications for the Company of the global COVID-19 pandemic, and (iii) existing and future agreements and arrangements involving, and the ability to attract, retain and/or replace, key employees, customers, suppliers, manufacturers, subcontractors and other commercial relationships of the Company. RBC Capital Markets assumed that there would be no developments with respect to any of the foregoing that would be meaningful in any respect to its analyses or opinion.

In connection with its opinion, RBC Capital Markets did not assume any responsibility to perform, and it did not perform, an independent valuation or appraisal of any of the assets or liabilities (contingent, off-balance sheet, accrued, derivative or otherwise) of or relating to the Company or any other entity and RBC Capital Markets was not furnished with any such valuations or appraisals. RBC Capital Markets did not assume any obligation to conduct, and it did not conduct, any physical inspection of the property or facilities of the Company or any other entity. RBC Capital Markets was not requested to make, and did not make, an independent evaluation of, and expressed no opinion or view as to, any pending or potential litigation, claims, governmental, regulatory or other proceedings or investigations or possible unasserted claims or other contingent liabilities affecting the Company or any other entity. RBC Capital Markets did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters.

RBC Capital Markets assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, permits, waivers and agreements for the Merger, no delay, limitation, restriction or condition would be imposed or occur, including any divestiture or other requirements, that would have an adverse effect on the Company or the Merger or that otherwise would be meaningful in any respect to RBC Capital Markets’ analyses or opinion. In addition, RBC Capital Markets assumed that the final executed Merger Agreement would not differ in any respect meaningful to its analyses or opinion from the execution version that RBC Capital Markets reviewed.

RBC Capital Markets’ opinion spoke only as of the date of the opinion, was based on conditions as they existed and information supplied or reviewed as of the date of the opinion, and is without regard to any market, economic, financial, legal, regulatory or other circumstances or event of any kind or nature which may exist or occur after such date. RBC Capital Markets did not undertake and has no obligation to reaffirm, revise or update its opinion or otherwise comment upon events occurring after the date of its opinion with respect to its opinion. RBC Capital Markets did not express any opinion as to the price or range of prices at which Common Stock or any other securities of the Company may trade or otherwise be transferable at any time, including following announcement or consummation of the Merger. As the SIC Board was aware, the credit, financial and stock markets, the industry in which the Company operates and the securities of the Company have experienced and may continue to experience volatility and disruptions, including from the COVID-19 pandemic, and RBC Capital Markets expressed no opinion or view as to any potential effects of such volatility or disruptions on the Company or the Merger.

RBC Capital Markets’ opinion addressed only the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration (to the extent expressly specified in the opinion), without regard to individual circumstances of specific holders that may distinguish such holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) or the securities of the Company held by such holders nor did RBC Capital Markets’ opinion address proportionate allocation or relative fairness. RBC Capital Markets’ opinion did not in any way address any other terms, conditions, implications or other aspects of the Merger or the Merger Agreement, including, without limitation, the form or structure of the Merger, any

agreement, arrangement or understanding to be entered into in connection with or contemplated by the Merger or otherwise. RBC Capital Markets did not express any opinion or view with respect to, and RBC Capital Markets relied upon the assessments of the Company and the Company’s representatives regarding, legal, regulatory, tax, accounting and similar matters, including, without limitation, tax or other consequences resulting from the Merger or otherwise or changes in, or the impact of, accounting standards or tax or other laws, regulations and governmental and legislative policies affecting the Company or the Merger, as to which RBC Capital Markets understood that the Company obtained such advice as the Company deemed necessary from qualified professionals. Further, in rendering its opinion, RBC Capital Markets did not express any view on, and its opinion did not address, the fairness of the amount or nature of the compensation (if any) or other consideration to any officers, directors or employees of any party, or class of such persons, relative to the Merger Consideration or otherwise. The issuance of RBC Capital Markets’ opinion was approved by RBC Capital Markets’ fairness opinion committee.

In preparing its opinion to the SIC Board, RBC Capital Markets performed various financial and comparative analyses, including those described below. The summary below of RBC Capital Markets’ material financial analyses provided to the SIC Board in connection with RBC Capital Markets’ opinion is not a comprehensive description of all analyses undertaken or factors considered by RBC Capital Markets in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. RBC Capital Markets believes that the analyses and factors summarized below must be considered as a whole and in context.

In arriving at its opinion, RBC Capital Markets employed several analytical methodologies and considered various financial matters and no one method of analysis should be regarded as critical to the overall conclusion reached by RBC Capital Markets. Each analytical technique and financial consideration has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusion reached by RBC Capital Markets was based on all analyses and factors presented, taken as a whole, and also on application of RBC Capital Markets’ experience and judgment. Such conclusion may have involved significant elements of subjective judgment and qualitative analysis and no opinion was given as to the value or merit standing alone of any one or more portions of such analyses or factors.

In performing its analyses, RBC Capital Markets considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying RBC Capital Markets’ analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates or those suggested by RBC Capital Markets’ analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company or business might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as RBC Capital Markets’ view of the actual value of the Company.

The Merger Consideration was determined through negotiations between the Company and Sun and the decision of the Company to enter into the Merger Agreement was solely that of the SIC Board. RBC Capital Markets’ opinion and analyses were only one of many factors considered by the SIC Board in its evaluation of the Merger and should not be viewed as determinative of the views of the SIC Board, the Company’s management or any other party with respect to the Merger or the consideration payable in the Merger.

The summary of the financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses provided by RBC Capital Markets to the SIC Board in connection with RBC Capital Markets’ opinion, dated August 8, 2021. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by RBC Capital Markets, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Selecting portions of RBC Capital Markets’ financial analyses or factors considered or focusing on the data set forth in the tables below

without considering all analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of RBC Capital Markets’ financial analyses. Future results may differ from those described and such differences may be material. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses.

Selected Public Companies Analyses. RBC Capital Markets performed a selected public companies analysis of the Company in which RBC Capital Markets reviewed certain financial and stock market information of the Company and the following seven selected publicly traded companies in the building products industry with equity market capitalizations (as of August 6, 2021) of approximately $1 billion or less that RBC Capital Markets considered generally relevant for purposes of analysis, collectively referred to as the selected companies:

RBC Capital Markets reviewed, among other things, enterprise values of the selected companies, calculated as equity values based on closing stock prices on August 6, 2021 plus total debt, preferred stock and non-controlling interests and less cash and cash equivalents, as a multiple of calendar year 2021 and calendar year 2022 estimated earnings before interest, taxes, depreciation and amortization adjusted for one-time non-recurring items and stock-based compensation expense, referred to as adjusted EBITDA. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on financial projections and other estimates and data of the Company’s management, publicly available research analysts’ estimates, public filings and other publicly available information.

The overall low to high calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples observed for selected companies were 3.2x to 9.8x (with a mean of 6.7x and a median of 6.4x) and 4.9x to 9.2x (with a mean of 6.9x and a median of 6.4x), respectively. RBC Capital Markets then applied selected ranges of calendar year 2021 and calendar year 2022 estimated adjusted EBITDA multiples derived from the selected companies of 6.0x to 10.0x and 6.0x to 9.5x, respectively, to corresponding data of the Company based on financial projections and other estimates of the Company’s management. This analysis indicated the following implied per share equity value reference range for the Company, as compared to the Merger Consideration:

No company or business used in these analyses is identical to the Company. Accordingly, an evaluation of the results of these analyses is not entirely mathematical. Rather, these analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which the Company was compared.

Selected Precedent Transactions Analysis. RBC Capital Markets performed a selected precedent transactions analysis of the Merger in which RBC Capital Markets reviewed, to the extent publicly available, certain financial information relating to the following 11 selected precedent transactions that RBC Capital Markets considered generally relevant for purposes of analysis as transactions involving companies with operations in the building products industry, collectively referred to as the selected transactions:

RBC Capital Markets reviewed, among other things, transaction values, based on the consideration paid or payable at closing in the selected transactions as a multiple, to the extent publicly available, of the target company’s or business’ most recent publicly disclosed last 12 months adjusted EBITDA, referred to as LTM adjusted EBITDA, as of the announcement date of the relevant transaction. Financial data for the selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data for the Company was based on financial projections and other estimates and data of the Company’s management and public filings.

The overall low to high LTM adjusted EBITDA multiples observed for the selected transactions were 6.9x and 12.9x (with a mean and median of 9.9x). RBC Capital Markets then applied a selected range of LTM adjusted EBITDA multiples derived from the selected transactions of 9.0x to 11.0x to the Company’s LTM adjusted EBITDA (as of June 30, 2021).

This analysis indicated the following implied per share equity value reference range for the Company, as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, businesses or transactions to which the Company and the Merger were compared.

Discounted Cash Flow Analyses. RBC Capital Markets performed a discounted cash flow analysis of the Company by calculating the estimated present value of the standalone unlevered free cash flows that the Company was forecasted to generate during the fiscal years ending December 31, 2021 through December 31, 2025 based on financial projections and other estimates and data of the Company’s management. RBC Capital Markets calculated terminal values for the Company by applying to the Company’s terminal year unlevered free

cash flow a selected range of perpetuity growth rates of 2.0% to 3.0%. The unlevered free cash flows and terminal values were then discounted to present value (as of June 30, 2021) using a selected range of discount rates of 13.0% to 15.0%. This analysis indicated the following implied per share equity value reference range for the Company, as compared to the Merger Consideration:

RBC Capital Markets observed certain factors that were not considered part of RBC Capital Markets’ financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

The Company has agreed to pay RBC Capital Markets for its services as a financial advisor to the Company an aggregate fee currently estimated to be approximately $5.5 million, of which a portion was payable upon delivery of RBC Capital Markets’ opinion and approximately $4.75 million is contingent upon consummation of the Merger. The Company also has agreed to reimburse RBC Capital Markets for expenses incurred in connection with RBC Capital Markets’ services and to indemnify RBC Capital Markets and related persons against certain liabilities, including liabilities under federal securities laws, arising out of RBC Capital Markets’ engagement.

As the SIC Board was aware, RBC Capital Markets and certain of its affiliates in the past have provided and in the future may provide investment banking, commercial banking and/or financial advisory services unrelated to the Merger to the Company and/or certain of its affiliates, for which services RBC Capital Markets and its affiliates received and may receive compensation, including, during the approximately two-year period prior to the date of RBC Capital Markets’ opinion, having acted as a financial advisor to the Company in connection with the sale of the Company’s RDS business segment. During such approximately two-year period, RBC Capital Markets and such affiliates received aggregate fees for such financial advisory services described above of approximately $4 million from the Company. As the SIC Board also was aware, RBC Capital Markets and certain of its affiliates in the past have provided and currently are providing investment banking, commercial banking and/or financial advisory services to Sun and/or certain of its affiliates and portfolio companies and in the future may provide such services to Parent, Sun and/or certain of their respective affiliates and portfolio companies, as applicable, for which services RBC Capital Markets and its affiliates have received and may receive compensation, including, during the approximately two-year period prior to the date of RBC Capital Markets’ opinion, having acted or acting as joint lead arranger in connection with, and as a lender under, certain credit facilities of a portfolio company of Sun. During such approximately two-year period, RBC Capital Markets and such affiliates received aggregate fees for such investment banking and/or commercial banking services of less than $100,000 from Sun and/or certain of its portfolio companies.

RBC Capital Markets, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, corporate restructurings, underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of business, RBC Capital Markets and/or certain of its affiliates may act as a market maker and broker in the publicly traded securities of the Company and/or other entities involved in the Merger or their respective affiliates and portfolio companies, as applicable, and receive customary compensation in connection therewith, and may also actively trade or hold securities or financial instruments (including loans and other obligations) of such entities for RBC Capital Markets’ or its affiliates’ account or for the account of

customers and, accordingly, RBC Capital Markets and its affiliates may hold long or short positions or otherwise effect transactions in such securities or financial instruments.

RBC Capital Markets is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. The Company selected RBC Capital Markets as the Company’s financial advisor in connection with the Merger on the basis of RBC Capital Markets’ experience in similar transactions, reputation in the investment community and familiarity with the Company’s business and industry.

The Company engaged Truist Securities as a financial advisor to the Company in connection with the Merger. As part of this engagement, the SIC Board requested that Truist Securities evaluate the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to the Merger Agreement by holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates). At an August 8, 2021 meeting of the SIC Board held to evaluate the Merger, Truist Securities rendered an oral opinion, confirmed by delivery of a written opinion dated August 8, 2021, to the SIC Board to the effect that, as of that date and based on and subject to the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as described in the opinion, the Merger Consideration to be received pursuant to the Merger Agreement by holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates) was fair, from a financial point of view, to such holders.

The full text of Truist Securities’ written opinion, dated August 8, 2021, is attached as Annex C to this Proxy Statement and the following summary of Truist Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. Truist Securities’ opinion was directed to the SIC Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates) 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. 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 SIC Board or any securityholder of the Company should act or vote with respect to any matter relating to the Merger or otherwise.

For purposes of rendering its opinion, Truist Securities undertook such review, inquiries and analyses as it deemed necessary or appropriate under the circumstances and, among other things:

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 SIC Board or any other person.

Management of the Company advised Truist Securities, and Truist Securities assumed, that the financial projections and other estimates and data provided by the Company 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 financial projections and other estimates and data provided by the Company or the assumptions on which they were based. Truist Securities further relied 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 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 of its opinion. Furthermore, as the SIC 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 Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates) 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.

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 SIC 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 Common Stock (other than, as applicable, Parent, Sun, Merger Subsidiary and their respective affiliates) in the manner set forth in its 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 Subsidiary, 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 Subsidiary, 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, 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 SIC Board’s consent, on the assessments by the SIC 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 SIC Board in connection with its evaluation of the proposed Merger and were among many factors considered by the SIC 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 SIC 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 SIC Board, the Company, the security holders or creditors of the Company or any other person or entity.

The summary of the financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses provided by Truist Securities to the SIC Board in connection with Truist Securities’ opinion, dated August 8, 2021. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Truist Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Selecting portions of Truist Securities’ financial analyses or factors considered or focusing on the data set forth in the tables below without considering all analyses or factors or the full narrative description of such analyses or factors, including the methodologies

and assumptions underlying the analyses, could create a misleading or incomplete view of Truist Securities’ financial analyses. Future results may differ from those described and such differences may be material. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses.

Truist Securities compared selected financial and operating data for the Company with similar data for selected publicly traded companies Truist Securities deemed relevant. None of the selected companies is identical to the Company. The selected companies were chosen because, among other things, they are companies with publicly traded equity securities in the building products industry with equity market capitalizations (as of August 5, 2021) of approximately $ 1 billion or less that Truist Securities considered generally relevant for purposes of analysis. The selected companies analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they affect the Company. The selected companies were:

Truist Securities reviewed, among other things, enterprise values of the selected companies, calculated as the market value of the company’s common stock on a fully diluted basis, plus book value of debt and other adjustments, including preferred equity and non-controlling interests, less cash as multiples of “EBITDA” (defined as earnings before interest, taxes, depreciation, and amortization) for the last 12 months (“LTM”) and estimated for the calendar year ending 2021. Estimates of financial data for the selected companies were based on publicly available information, including publicly available research analyst estimates for those companies.

Based upon its experience and judgment, and information provided by the Company, the overall low to high for the LTM and the calendar year ending 2021 estimated adjusted EBITDA multiples observed for selected companies were 3.0x to 9.9x (with a mean of 7.0x and a median of 7.6x) and 3.1x to 9.2x (with a mean of 6.9x and a median of 6.9x), respectively. Truist Securities then applied selected ranges of the LTM and the calendar year ending 2021 estimated adjusted EBITDA multiples derived from the selected companies of 7.75x to 9.25x and 7.25x to 8.75x, respectively, to corresponding data of the Company based on financial projections and other estimates of the Company’s management. This analysis indicated the following implied per share equity value reference range for the Company, as compared to the Merger Consideration:

Selected Precedent Transactions Analysis. Truist Securities performed a selected precedent transactions analysis of the Merger in which Truist Securities reviewed, to the extent publicly available, certain financial information relating to the following 12 selected precedent transactions that Truist Securities considered generally relevant for purposes of analysis as transactions involving companies with operations in the relevant industry, collectively referred to as the selected transactions:

Truist Securities reviewed, among other things, transaction values, based on the consideration paid or payable at closing in the selected transactions as a multiple, to the extent publicly available, of the target company’s or business’ most recent publicly disclosed last 12 months adjusted EBITDA, referred to as LTM adjusted EBITDA, as of the announcement date of the relevant transaction. Financial data for the selected transactions were based on public filings and other publicly available information. Financial data for the Company were based on financial information provided by the Company’s management and public filings.

The overall low to high LTM adjusted EBITDA multiples observed for the selected transactions were 6.7x and 12.9x (with a median of 9.1x). Truist Securities applied a selected range of LTM adjusted EBITDA multiples derived from the selected transactions of 9.0x to 11.0x to the Company’s LTM adjusted EBITDA (as of June 30, 2021).

This analysis indicated the following implied per share equity value reference range for the Company, as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, businesses or transactions to which the Company and the Merger were compared.

Discounted Cash Flow Analysis. Truist Securities performed a 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 financial projections provided by the Company for the years 2021 to 2025. Truist Securities applied perpetuity growth rates ranging from 1.0% to 3.0%, taking into account its experience and professional judgment, to the year 2025 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 10.7% to 11.6%, 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 $11.31 to $14.48 per share of Common Stock, as compared to the Merger Consideration of $14.50 per share of Common Stock.

The Company has agreed to pay Truist Securities for its services as a financial advisor to the Company an aggregate fee currently estimated to be approximately $2,994,498, of which a portion was payable upon delivery of Truist Securities’ opinion and approximately $2,244,498 is contingent upon consummation of the Merger. The Company has agreed to reimburse Truist Securities for documented out-of-pocket expenses (including legal and other professional fees and expenses), but not to exceed $15,000 (excluding legal fees and expenses and certain amounts that are reimbursable) incurred in connection with Truist Securities’ services and to indemnify Truist Securities and related persons against certain liabilities arising out of Truist Securities’ engagement.

As the SIC Board was aware, Truist Securities and certain of its affiliates in the past have provided and in the future may provide investment banking, commercial banking and/or financial advisory services unrelated to the Merger to the Company, Parent and/or certain of their affiliates, for which services Truist Securities and its affiliates received and may receive compensation, including, during the approximately two-year period prior to the date of Truist Securities’ opinion, having acted as a financial advisor to the Company in connection with the sale of the Company’s residential design services business. During such approximately two-year period, Truist Securities and such affiliates received aggregate fees for financial advisory services of approximately $750,000 from the Company.

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, their 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) may have other financing and business relationships with the Company, Parent and their affiliates.

Truist Securities is a full service securities firm, and is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. The Company selected Truist Securities as the Company’s financial advisor in connection with the Merger on the basis of Truist Securities’ experience in similar transactions, reputation in the investment community and familiarity with the Company’s business and industry.

SIC and Parent estimate that the total amount of funds required to complete the Merger and related transactions and pay related fees and expenses will be approximately $450 million.

The Merger Agreement does not contain any financing-related closing condition.

Pursuant to the Equity Commitment Letter, the Sponsor has agreed to provide Parent with an equity commitment sufficient to fund the Required Amount. The Equity Commitment Letter provides, among other things, that: SIC is an express third party beneficiary thereof with respect to enforcing Parent’s right to cause the equity commitment under the Equity Commitment Letter by Sponsor to be funded to Parent in order to consummate the Merger, if, and only if, (a) Parent’s and Merger Subsidiary’s conditions to the Closing have been and continue to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which would be satisfied if a Closing would occur at such time) and Parent is required to consummate the Closing at such time pursuant to the Merger Agreement, (b) the Debt Financing (as defined below) has been funded in accordance with the terms and conditions thereof or will be funded in accordance

with the terms and conditions thereof if the Closing were to occur at such time, (c) SIC has irrevocably confirmed to Parent in writing that (i) all of the conditions to Parent’s obligation to consummate the Closing have been satisfied or waived and (ii) SIC is ready and able to, and will, consummate the Closing on any date within three (3) business days after delivery of such confirmation and (d) Parent fails to consummate the Closing within three (3) business days following receipt of such written confirmation from SIC, then SIC shall take such actions that are required of it by the Merger Agreement to consummate the Closing pursuant to the terms of the Merger Agreement. The Equity Commitment Letter may not be amended or otherwise modified without the prior written consent of Sponsor and Parent.

In connection with the Merger Agreement, Parent and Merger Subsidiary entered into the Debt Commitment Letter with the Cerberus Business Finance, LLC (the “Debt Commitment Party”), pursuant to which the Debt Commitment Party has committed to provide, upon certain terms and subject to certain conditions, Merger Sub with debt financing in an aggregate principal amount of $245 million (not all of which is expected to be drawn at the closing of the Merger), consisting of the following:

We refer to the financing described above as the “debt financing.”

A portion of the proceeds under this debt financing will be used for (i) repayment of the indebtedness of the Company Group outstanding and (ii) all other fees and expenses to be paid at the closing of the Merger by SIC, Parent or Merger Subsidiary contemplated by, and subject to the terms and conditions of, the Merger Agreement. In addition, the proceeds under this debt financing will be used (i) to provide ongoing working capital, and (ii) for other general corporate purposes.

The obligations of the Debt Commitment Party to provide the debt financing under the Debt Commitment Letter are subject to a number of customary conditions, including, but not limited to (as applicable):

If the Merger Proposal receives the required approvals of the SIC stockholders described elsewhere in this proxy statement and the other conditions to the Closing of the Merger are either satisfied or waived (where permissible pursuant to applicable law) and the Merger Agreement is not otherwise terminated in accordance with its terms, Merger Subsidiary will be merged with and into SIC in accordance with the DGCL and on the terms and subject to the conditions set forth in the Merger Agreement. As the Surviving Corporation in the Merger, SIC will continue to exist following the Merger as a direct wholly owned subsidiary of Parent.

SIC’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws will, by virtue of the Merger, be amended in its entirety to read as the certificate of incorporation and Bylaws of Merger Subsidiary in effect immediately prior to the Effective Time (except that Article I of the Certificate of

Incorporation will provide that the name of the Surviving Corporation will be “Select Interior Concepts, Inc.”). Such Certificate of Incorporation and Bylaws, as so amended, will be the Certificate of Incorporation and Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law and such Certificate of Incorporation.

The parties to the Merger Agreement will take all requisite actions so that, from and after the Effective Time, until successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with applicable law, the certificate of incorporation and bylaws of the Surviving Corporation, (i) the directors of Merger Subsidiary immediately prior to the Effective Time will be the directors of the Surviving Corporation and (ii) the officers of SIC immediately prior to the Effective Time will be the officers of the Surviving Corporation.

Following the Merger, all of the Common Stock will be owned, beneficially and as of record, by Parent, and none of the holders of Common Stock will, by virtue of the Merger, have any direct ownership interest in, or be a stockholder of, SIC, the Surviving Corporation or Parent. As a result, the holders of Common Stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Common Stock. Following the Merger, Parent will benefit from any increase in SIC’s value and also will bear the risk of any decrease in SIC’s value.

At the Effective Time, each Share, issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by SIC as treasury stock or owned by any subsidiary of SIC or Parent or any subsidiary of Parent immediately prior to the Effective Time and (ii) Shares held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the DGCL) will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and will thereafter represent only the right to receive the Merger Consideration.

The Common Stock is currently registered under the Exchange Act and trades on NASDAQ under the symbol “SIC.” Following the consummation of the Merger, shares of Common Stock will no longer be traded on NASDAQ or any other public market. In addition, the registration of the Common Stock under the Exchange Act will be terminated. Following termination of registration of the Common Stock under the Exchange Act, SIC will no longer be required to furnish information to the SIC stockholders and the SEC, and the provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, will become inapplicable to SIC. Parent will become the beneficiary of the cost savings associated with SIC no longer being subject to the requirements of the federal securities laws.

In the event that the Merger Proposal does not receive the required approvals of the stockholders described elsewhere in this proxy statement, or if the Merger is not completed for any other reason, SIC’s stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, SIC expects that its management will operate its business in a manner similar to that in which it is being operated today and SIC will remain an independent public company, the Common Stock will continue to be listed and traded on NASDAQ, the Common Stock will continue to be registered under the Exchange Act and SIC’s stockholders will continue to own their shares of the Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Common Stock.

If the Merger is not completed, there can be no assurances as to the effect of these risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of the Common Stock may decline to the extent that the current market price of the Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there can be no assurances that any other transaction acceptable to SIC will be offered or that the business, operations, financial condition, earnings or

prospects of SIC will not be adversely impacted or that stockholders will ever receive a control premium for their shares. Pursuant to the Merger Agreement, under certain circumstances SIC is permitted to terminate the Merger Agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the Merger is not completed, SIC may be obligated to pay to Parent the Termination Fee or to reimburse Parent for certain expenses. Please see the section of this proxy statement entitled “The Merger Agreement—Expenses and Termination Fees.”

SIC’s directors and executive officers have interests in the Merger that are in addition to, or different from, the interests of other stockholders. The SIC Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement and the Merger, and in recommending the approval of the Merger Proposal, the Advisory Compensation Proposal, and the Adjournment Proposal to SIC’s stockholders. These interests are described in further detail below.

Certain of SIC’s executive officers and directors currently hold RSUs and/or shares of Restricted Stock. At or immediately prior to the Effective Time, each outstanding Company RSU under any Employee Plan and each share of Restricted Stock, whether or not vested, and whether settleable in shares of Common Stock or cash, will be canceled, and SIC will pay each such holder at or promptly after the Effective Time for each such Company RSU and each share of Restricted Stock an amount in cash equal to, as applicable, the Company RSU Consideration and Company Restricted Stock Consideration, (net of tax withholdings, in the case of awards held by executive officers).

The following sets forth, for each SIC executive officer and director, the aggregate number of unvested shares of Restricted Stock and RSUs held by such executive officer or director assuming (i) as required under SEC rules, the closing price of a share of Common Stock is $14.50, and (ii) such executive officer or director remains continuously employed with or engaged by SIC or a subsidiary until the Effective Time.

Certain of SIC’s executive officers currently hold Company PSUs. At or immediately prior to the Effective Time, each outstanding Company PSU under any Employee Plans, whether or not vested, and whether settleable in shares of Common Stock or cash, will be canceled, and SIC will pay each such holder at or promptly after the Effective Time for each such Company PSU an amount in cash equal to the Company PSU Consideration (net of tax withholdings).

The following sets forth, for each executive officer, the aggregate number of shares of Common Stock subject to outstanding PSUs held by such executive officer assuming (i) as required under SEC rules, the closing price of a share of Common Stock is $14.50, and (ii) such executive officer remains continuously employed with SIC or a subsidiary until the Effective Time.

SIC has entered into employment agreements with each of its executive officers. Under the employment agreements, the executive officers are entitled to certain severance payments and other benefits in the event their employment is terminated by SIC without Cause or by the executive for Good Reason (each as defined below), and such payments and benefits will be increased or enhanced if the termination occurs within 24 months following a “change in control” of SIC, which would include the consummation of the Merger.

Upon a termination of employment without Cause or for Good Reason in connection with or within 24 months following the Merger, the executive officers would be entitled to receive the following payments and benefits, subject to his execution of a full release of claims in favor of SIC:

The employment agreements also provide that if the executive is terminated without Cause or resigns for Good Reason prior to the end of the Change in Control Employment Period, the executive will be subject to non-competition restrictive covenants for the lesser of two (2) years or the unexpired term of the Change in Control Employment Period.

For purposes of the Contingent Employment Agreements:

For the quantification of the estimated value of the severance payments and benefits described above that would be payable to SIC named executive officers, see the table below titled “Named Executive Officer Merger-Related Compensation”.

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that SIC’s “named executive officers,” as determined for purposes of SIC’s most recent Annual Report on Form 10-K, could receive in connection with the Merger, as described more fully above under “—Interests of Directors and Executive Officers in the Merger.” Such amounts have been calculated assuming (i) the Effective Time occurs on October 31, 2021, which is the assumed date of Closing of the Merger solely for purposes of the disclosures in this section, (ii) a price equal to $14.50 per share of Common Stock, (iii) the annual base salary and annual target bonus opportunity for each of the executive officers remains unchanged from the amount determined as of the date hereof, (iv) none of the named executive officers receives any additional equity-based awards following the date hereof, (v) each named executive officer is terminated without “Cause” or resigns for “Good Reason” at or immediately following the Effective Time, and (vi) each of the named executive officers has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive such payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the named executive officers, if any, may materially differ from the amounts set forth below.

For at least six (6) years after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless SIC’s present and former directors or officers (each, and “Indemnified Person”) until the sixth

anniversary of the Effective Time in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by the DGCL and any other applicable law as provided under the Certificate of Incorporation and Bylaws as in effect on the date of the Merger Agreement.

For six (6) years after the Effective Time, except as otherwise required by applicable law, Parent will cause to be maintained in effect provisions of the Certificate of Incorporation and Bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement.

Prior to the Effective Time, SIC will, or if SIC is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of SIC’s existing directors’ and officers’ insurance policies and SIC’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period or time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as SIC’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under SIC’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of SIC or any of its subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the Transactions). If SIC or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will continue to maintain in effect, for a period of at least six (6) years from and after the Effective Time, the D&O Insurance in place as of the date of the Merger Agreement with SIC’s current insurance carrier or with an insurance carrier with the same or better credit rating as SIC’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under SIC’s existing policies as of the date of the Merger Agreement, or the Surviving Corporation will purchase from SIC’s current insurance carrier or from an insurance carrier with the same or better credit rating as SIC’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in SIC’s existing policies as of the date of the Merger Agreement; provided that in no event will Parent or the Surviving Corporation be required to expend for such policies pursuant to the Merger Agreement an aggregate amount in excess of 300% of the amount per annum SIC paid in its last full fiscal year, and provided further that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation will be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount.

For more information, see “The Merger Agreement—Director and Officer Liability.”

The following is a summary of certain material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of Common Stock who hold their stock as a capital asset within the meaning of section 1221 of the Internal Revenue Code of 1986, which we refer to as the “Code”. This summary is based on the Code, the U.S. Treasury Department regulations issued under the Code, which we refer to as the “Treasury Regulations,” and administrative rulings and court decisions in effect as of the date of this proxy statement, all of which are subject to change at any time, possibly with retroactive effect. This summary is not binding on the Internal Revenue Service, which we refer to as the “IRS,” or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Common Stock that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust if

(A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. A “non-U.S. holder” means a beneficial owner of Common Stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

This summary is not a complete description of all of the U.S. federal income tax consequences of the Merger and, in particular, may not address U.S. federal income tax considerations applicable to holders of Common Stock who are subject to special treatment under U.S. federal income tax law including, for example, partnerships (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) and partners therein, financial institutions (including banks), dealers or brokers in securities or non-U.S. currencies, insurance companies, tax-exempt entities, mutual funds, real estate investment trusts, personal holding companies, regulated investment companies, securities or currency dealers, traders in securities who elect to use the mark-to-market method of accounting, non-U.S. holders that hold, directly or constructively (or that held, directly or constructively, at any time during the five-year period ending on the date of the Merger), 5% or more of the outstanding Common Stock, tax-exempt investors, foreign pension funds and their affiliates, S corporations, holders of Common Stock who exercise dissenter’s rights, holders whose functional currency is not the U.S. dollar, tax-deferred or other retirement accounts, U.S. expatriates, former long-term residents of the United States, holders who acquired Common Stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement, and holders who hold Common Stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated investment. Also, this summary does not address U.S. federal income tax considerations applicable to a holder of Common Stock who exercises appraisal rights under DGCL. In addition, no information is provided with respect to the tax consequences of the Merger under any U.S. federal law other than income tax laws (including, for example the U.S. federal estate, gift, Medicare contribution tax on net investment income, and alternative minimum tax laws), or any applicable state, local, or foreign tax laws. This summary does not address the tax consequences of any transaction other than the Merger.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner in such a partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Common Stock, and any partners in such partnership, should consult their own independent tax advisors regarding the tax consequences of the Merger to their specific circumstances.

The tax consequences of the Merger will depend on a holder’s specific situation. Stockholders should consult their tax advisor as to the tax consequences of the Merger relevant to their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

The receipt of cash by U.S. holders in exchange for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Common Stock pursuant to the Merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the Merger and (ii) the U.S. holder’s adjusted tax basis in its Common Stock exchanged therefor.

A U.S. holder’s adjusted tax basis in its shares of Common Stock will generally equal the price the U.S. holder paid for such shares. If a U.S. holder acquired different blocks of Common Stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Common Stock. If a U.S. holder’s holding period in the shares of Common Stock surrendered in the Merger is greater than one year as of the date of the Merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. Capital gains recognized by individuals, trusts and estates also may be subject to a 3.8% federal Medicare contribution tax.

Payments made to a non-U.S. holder in exchange for shares of Common Stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Payments made in exchange for shares of Common Stock pursuant to the Merger will generally be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. To avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. A non-U.S. holder that provides the applicable withholding agent with an IRS Form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, will generally establish an exemption from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Holders of Common Stock are strongly urged to consult their own tax advisors with respect to the tax consequences of the Merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

As of the date of this proxy statement, no stockholder litigation related to the Merger Agreement has been brought against SIC or any members of the SIC Board.

In addition to obtaining the SIC stockholders’ approval of the Merger Proposal in accordance with the DGCL, each party’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

The following description sets forth the principal terms of the Merger Agreement, which is attached as Annex A and incorporated by reference into this proxy statement. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this description, which is summary by nature. This description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully in its entirety, as well as this proxy statement, before making any decisions regarding any of the proposals described in this proxy statement. This section is only intended to provide you with information regarding the terms of the Merger Agreement. SIC does not intend that the Merger Agreement will be a source of business or operational information about Parent or SIC. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this proxy statement and in the public filings SIC makes with the SEC, as described in “Where You Can Find More Information.”

The Merger Agreement and this summary of terms are included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about SIC contained in this proxy statement or in the public reports of SIC filed with the SEC may supplement, update or modify the factual disclosures about SIC contained in the Merger Agreement. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement, as of a specific date. In addition, these representations, warranties and covenants were made solely for the benefit of the parties to the Merger Agreement and may be qualified and subject to important limitations agreed to by SIC in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with a principal purpose of allocating risk between parties to the Merger Agreement rather than the purpose of establishing these matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and, in some cases, were qualified by the matters contained in the confidential disclosures that SIC delivered in connection with the Merger Agreement, which disclosures were not reflected in the Merger Agreement itself. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the public filings made by SIC with the SEC.

Additional information about SIC may be found elsewhere in this proxy statement or incorporated by reference herein. Please see “Where You Can Find More Information.”

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Subsidiary will be merged with and into SIC in accordance with the DGCL, whereupon the separate corporate existence of Merger Subsidiary will cease, and SIC will be the Surviving Corporation. The Merger will have the effects specified in the Merger Agreement and the applicable provisions of the DGCL.

Subject to the provisions of the Merger Agreement, the Closing will take place three (3) business days after the date on which the conditions to the Closing set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and SIC may mutually agree in writing (the date on which the Closing actually occurs, “Closing Date”).

At the Closing, SIC and Merger Subsidiary shall file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the

Merger. The Merger shall become effective at the time the certificate of merger is duly filed with, and accepted by, the Secretary of State of the State of Delaware or such other date and time as may be agreed to by Parent and SIC and specified in the certificate of merger.

At the Effective Time, by virtue of the Merger:

At or immediately prior to the Effective Time, each outstanding Company RSU under any Employee Plan, whether or not vested, and whether settleable in shares of Common Stock or cash, will be canceled, and the Company will pay each such holder at or promptly after the Effective Time for each such Company RSU an amount in cash equal to the Company RSU Consideration.

At or immediately prior to the Effective Time, each outstanding Company PSU under any Employee Plans, whether or not vested, and whether settleable in shares of Common Stock or cash, will be canceled, and the Company will pay each such holder at or promptly after the Effective Time for each such Company PSU an amount in cash equal to the Company PSU Consideration.

At or immediately prior to the Effective Time, each outstanding share of Company Restricted Stock, whether or not vested, will be cancelled, and SIC will pay each such holder at or promptly after the Effective Time for each such restricted share an amount in cash equal to the Company Restricted Stock Consideration.

The SIC Board (or, if appropriate, any committee thereof administering the Company Equity Plans) will take such actions as are necessary or appropriate to approve and effectuate the treatment of Company Equity Awards set forth in the Merger Agreement, including making any determinations and/or resolutions of the SIC Board or a committee thereof or any administrator of any of the Company’s incentive plans as may be necessary.

Parent will cause the Surviving Corporation to pay through its payroll system (to the extent applicable) to each holder of a Company Equity Award the Company RSU Consideration, Company PSU Consideration and Company Restricted Stock Consideration, as applicable, less any required withholding Taxes and without interest, within five (5) Business Days following the Effective Time.

Prior to the Effective Time, Parent will appoint American Stock Transfer & Trust Company, LLC (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Common Stock (the “Certificates”) or (ii) uncertificated shares of Common Stock (the “Uncertificated Shares”). Prior to or at the Effective Time, Parent will make available, or cause to be made available, to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares.

Promptly after the Effective Time (but not later than three (3) business days thereafter), the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Eligible Shares at the Effective Time a letter of transmittal and instructions (which will be in a form reasonably acceptable to SIC and will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Each holder of Eligible Shares will be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal and all documents referenced therein, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Eligible Shares represented by a Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share, as applicable, will represent for all purposes after the Effective Time only the right to receive such Merger Consideration.

If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to such payment that (i) either such Certificate will be properly endorsed or will otherwise be in proper form for transfer or such Uncertificated Share will be properly transferred and (ii) the person requesting such payment will pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

After the Effective Time, there will be no further registration of transfers of shares of Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation or the Exchange Agent, they will be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures described above.

If any Certificate is lost, stolen or destroyed, then upon the making of an affidavit of that fact (in customary form and substance reasonably acceptable to Parent) by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Common Stock represented by such Certificate, as contemplated by the Merger Agreement.

Any portion of the Merger Consideration made available to the Exchange Agent that remains unclaimed by the holders of Eligible Shares twelve (12) months after the Effective Time will be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Common Stock for the Merger Consideration in accordance with the Merger Agreement prior to that time will thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent will not be liable to any holder of shares of Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. To the extent permitted by applicable law, any amounts remaining unclaimed by such holders of Eligible Shares five (5)

years after the Effective Time, or at such earlier date as is immediately prior to the time at which such amounts would otherwise escheat to or become property of any governmental authority will become the property of the Surviving Corporation free and clear of any claims or interest of any such holders (and their successors, assigns or personal representatives) previously entitled thereto.

The Merger Agreement contains representations and warranties made by SIC to Parent and Merger Subsidiary, and also representations and warranties made by Parent to SIC. Certain of the representations and warranties in the Merger Agreement are subject to materiality or Material Adverse Effect qualifications (that is, they will not be deemed to be inaccurate or incorrect unless their failure to be true or correct is material or would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the party making such representation or warranty). In addition, certain of the representations and warranties in the Merger Agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain personnel of the party making the representation did not have actual knowledge. Furthermore, most of the representations and warranties of SIC contained in the Merger Agreement are subject to the qualifications set forth on the Disclosure Schedule that SIC delivered to Parent and Merger Subsidiary in connection with the execution of the Merger Agreement (the “SIC Disclosure Schedule”), as well as certain of the reports of SIC filed with or furnished to the SEC prior to the date of the Merger Agreement (excluding any risk factor disclosures set forth under the heading “Risk Factors” or “Quantitative and Qualitative Disclosures About Market Risk” (other than any factual information contained therein), any disclosure of risks explicitly included in any “forward-looking statements” disclaimer, and any other disclosures contained or referenced therein of information, factors or risks to the extent they are predictive, cautionary or forward-looking in nature (other than any factual information contained therein)).

In the Merger Agreement, SIC has made representations and warranties to Parent and Merger Subsidiary regarding:

In the Merger Agreement, Parent has made representations and warranties to SIC regarding:

For purposes of the Merger Agreement, a “Material Adverse Effect” with respect to SIC means any fact, change, event, circumstance, occurrence or effect:

For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any fact, change, event, circumstance, occurrence or effect that, individually or in the aggregate, prevents or materially impairs or delays, or would reasonably be expected to prevent or materially impair or delay, the ability of Parent or Merger Subsidiary to perform its material obligations under the Merger Agreement or to consummate the Transactions prior to the End Date.

Except as set forth in the designated section of the SIC Disclosure Schedule, from the date of the Merger Agreement until the Effective Time, SIC will, and will cause each of its subsidiaries to, conduct its business in the ordinary course, and use commercially reasonable efforts to (x) preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees.

In addition, and without limiting the generality of the foregoing paragraph, except with the prior written consent of Parent (which consent will not be unreasonably, withheld, conditioned or delayed) or as expressly required by the Merger Agreement or set forth in the designated section of the SIC Disclosure Schedule, SIC will not, and will cause its subsidiaries not to:

Subject to the terms and conditions of the Merger Agreement, SIC agreed to cause the Special Meeting to be duly called and held as soon as reasonably practicable so that SIC can obtain an affirmative vote in favor of the Merger Proposal from the SIC stockholders holding a majority of the outstanding shares of Common Stock (the “Company Stockholder Approval”). Once established, SIC is not permitted to change the record date for the Special Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as required by applicable law. Subject to the terms and conditions of the Merger Agreement, the SIC Board will (i) include the Company Board Recommendation in favor of the Merger Proposal in this proxy statement, (ii) use reasonable best efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all applicable laws relating to the Special Meeting.

Notwithstanding the foregoing, if on a date for which the Special Meeting is scheduled, SIC has not received proxies representing a sufficient number of shares of Common Stock to constitute a quorum and to obtain the Company Stockholder Approval, whether or not a quorum is present, SIC will have the right to make one or more successive postponements or adjournments of the Special Meeting (it being understood that SIC may not postpose or adjourn the Special Meeting more than two (2) times or for more than ten (10) days in total pursuant to the foregoing without Parent’s prior written consent). SIC will, unless there has been an Adverse Recommendation Change (as defined below) (to the extent permitted under the Merger Agreement), use reasonable best efforts to cooperate with Parent and keep Parent reasonably informed regarding its solicitation efforts and voting results following the dissemination of this proxy statement to its stockholders. Without the prior written consent of Parent, the adoption of the Merger Agreement and the Transactions (including the

Merger) shall be the only matter (other than procedural matters including stockholder approval of golden parachute compensation) that SIC will propose to be acted on at the Special Meeting.

Subject to certain terms of the Merger Agreement, on the date of the Merger Agreement, SIC:

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time:

Notwithstanding the foregoing, if after the date of the Merger Agreement and prior to obtaining the Company Stockholder Approval, SIC or any of its Representatives receives an Acquisition Proposal that is not a result of a breach of the Merger Agreement, then SIC and its Representatives may:

Furthermore and notwithstanding any other provision of the Merger Agreement, SIC may (but only upon the express written request of the counterparty) grant a waiver, amendment or release under any “standstill” provisions (including provisions that restrict or prohibit the purchase of shares of Common Stock or the making or soliciting of any offer or proposal) of any contract or agreement, but only to the extent necessary to allow a confidential Acquisition Proposal to be made to SIC or the SIC Board.

At any time until the Effective Time, SIC will notify Parent in writing promptly (and in any case later than twenty-four (24) hours) after receipt by SIC or any of its Representatives of:

Thereafter, SIC will keep Parent reasonably informed on a prompt basis (and, in any event, within twenty-four (24) hours of any significant development) of:

Except as permitted by the Merger Agreement, the SIC Board will not make an Adverse Recommendation Change.

If at any time prior to obtaining the SIC stockholders’ approval of the Merger Proposal, SIC has received a Superior Proposal that is not a result of a breach of the Merger Agreement, then the SIC Board may make an Adverse Recommendation Change and/or cause SIC to terminate the Merger Agreement and pay the Termination Fee in order to enter into a definitive Alternative Acquisition Agreement in respect of such Superior Proposal concurrently with the termination of the Merger Agreement, provided that:

If the terms of the relevant Acquisition Proposal are materially amended or modified (it being understood that any change to the financial terms of such Acquisition Proposal will be deemed a material amendment or modification), then SIC will deliver to Parent a new notice, except that the Notice Period will instead end at 11:59 p.m. (New York City time), on the second (2nd) business day immediately following the date such new notice is delivered to Parent (but no such new notice will shorten the initial Notice Period).

If at any time prior to obtaining the SIC stockholders’ approval of the Merger Proposal, the SIC Board determines in good faith, after consultation with SIC’s outside legal counsel and financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable law, the SIC Board may, in response to an Intervening Event, make an Adverse Recommendation Change; provided that:

Nothing contained in the Merger Agreement will prevent the SIC Board from (i) complying with Rule 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal so long as any action taken or statement made to so comply is taken or made in compliance with the Merger Agreement; provided that any such action taken or statement made that relates to an Acquisition Proposal will be deemed to be an Adverse Recommendation Change unless the SIC Board reaffirms the Company Board Recommendation in such statement or in connection with such action or (ii) issuing a “stop, look and listen” disclosure or substantially similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

From the date of the Merger Agreement until the Effective Time and subject to applicable law, including applicable antitrust laws, and the Confidentiality Agreement (as defined in the Merger Agreement), SIC will:

For purposes of this section:

Each of Parent and Merger Subsidiary acknowledges and agrees that neither SIC nor any of its subsidiaries nor any of their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other Representatives shall be required to take any action that would subject such person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any information utilized in connection therewith (it being understood that SIC shall be required to bear any and all fees, costs and expenses incurred by or on behalf of SIC in connection with its ordinary course financial reporting requirements), and Parent and Merger Subsidiary shall indemnify and hold harmless SIC and their respective directors, officers, employees, accountants, consultants, legal counsel, agents and other Representatives from and against any and all damage, loss and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) suffered or incurred by any of them in connection with the Debt Financing or any information utilized in connection therewith, except with respect to any losses suffered or incurred as a result of the bad faith, gross negligence or willful misconduct by the Company or any of its Subsidiaries.

Parent and Merger Subsidiary will use, and will cause their affiliates to use, its and their reasonable best efforts to:

Without the prior written consent of SIC, neither Parent nor Merger Subsidiary may consent to any amendment, modification, waiver or early termination of the Financing Commitment Letters if such amendment, modification, waiver or early termination would:

Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the Debt Commitment Letter (including any fee letter in connection therewith) or to add any additional agents or other financial institutions thereto as provided for therein will be permitted and will not require SIC’s written consent. For purposes of the Merger Agreement, references to any “Financing Commitment Letter” include such document as permitted or required by the Merger Agreement to be amended, modified or waived, in each case from and after such amendment, modification or waiver.

Parent will:

If the Debt Financing contemplated by the Debt Commitment Letter becomes unavailable on the terms and conditions contemplated therein (including any applicable market “flex” provisions), in whole or in part, for any or no reason, and such unavailable portion is necessary to fund the Required Amounts without a corresponding increase in the Equity Financing necessary to fund the Required Amounts, Parent will:

For the avoidance of doubt, obtaining the Financing is not a condition to Closing and the failure to obtain the Financing or arrange for any such Alternative Debt Financing does not relieve Parent or Merger Subsidiary of any of its obligations to consummate the Transactions irrespective and independently of the availability of the Financing or any alternative financing (subject to fulfillment or waiver of specified conditions contained in the Merger Agreement).

In the event any Alternative Debt Commitment Letter is obtained, (x) any reference in the Merger Agreement to the “Debt Financing” will include the debt financing contemplated by such Alternative Debt Commitment Letter and (y) any reference in the Merger Agreement to the “Financing Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by an Alternative Debt Commitment Letter at the time in question and any Alternative Debt Commitment Letters to the extent then in effect.

From the date of the Merger Agreement until the Closing, SIC shall, and shall cause its and their respective officers, employees, advisors and other representatives to, use reasonable best efforts to, at Parent’s sole cost and expense, cooperate with Parent in connection with the arrangement of the Debt Financing, including by:

All information provided by SIC pursuant to the foregoing bullets will be kept confidential in accordance with the Confidentiality Agreement, except that Parent is permitted to disclose such information to the Debt Financing Sources in accordance with the terms of the Debt Commitment Letter, subject to customary confidentiality undertakings by the Debt Financing Sources.

The Merger Agreement does not include any financing-related closing conditions.

At the written request of Parent, SIC will cause any director or officer of SIC or any director or officer of any of SIC’s subsidiaries to resign in such capacity, with such resignations to be effective as of the Effective Time.

Subject to the terms and conditions of the Merger Agreement, Parent will take all action necessary to (a) cause Merger Subsidiary to perform its obligations under the Merger Agreement and to consummate the

Transactions on the terms and conditions set forth in the Merger Agreement and (b) ensure that, prior to the Effective Time, Merger Subsidiary will not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by the Merger Agreement.

Parent will vote all shares of Common Stock owned by it or any of its subsidiaries in favor of the Company Stockholder Approval of the Merger Agreement at the Special Meeting.

For at least six (6) years after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless, each Indemnified Person in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by the DGCL and any other applicable law as provided under SIC’s Certificate of Incorporation and Bylaws as in effect on the date of the Merger Agreement; and

Prior to the Effective Time, SIC will or, if SIC is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of SIC’s existing D&O Insurance, in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period or time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as SIC’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under SIC’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of SIC or any of SIC’s subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the Transactions).

If SIC or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will:

The rights of each Indemnified Person pursuant to the directors’ and officers’ liability covenants contained in the Merger Agreement:

In the event that Parent or the Surviving Corporation or any of their respective successors or assigns:

then, and in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, will assume the obligations set forth in the directors’ and officers’ liability covenant of the Merger Agreement.

For purposes of this section, the term “Continuing Employee” will mean employees who are actively employed by SIC or any of its subsidiaries immediately prior to the Effective Time and continues to be employed immediately following the Effective Time by Parent or the Surviving Corporation or any subsidiary thereof.

For a period of twelve (12) months following the Effective Time, Parent will provide or cause the Surviving Corporation to provide to each Continuing Employee:

In addition and without limiting the generality of the foregoing, each Continuing Employee will immediately be eligible to participate, without any waiting time, in any and all plans of Parent, the Surviving Corporation or their respective affiliates (“Surviving Corporation Plans”) to the extent coverage under any such plan replaces coverage under a comparable benefit plan in which such Continuing Employee participates immediately prior to the Effective Time.

With respect to all Surviving Corporation Plans (including any “employee benefit plan,” as defined in Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Parent or any of its respective subsidiaries (including any vacation, paid time-off or severance plans but excluding any equity based compensation plan or long-term incentive plan) in which such Continuing Employee is eligible to participate (but not for benefit accrual under any defined benefit plan or retiree or post-termination welfare benefit plan or vesting under any equity or equity-based compensation plan), for purposes of eligibility to participate and vesting and, with respect to paid time off or severance only, determining the level of benefit, each Continuing Employee’s service with SIC or any of its subsidiaries (as well as service with any predecessor employer of

SIC or any such subsidiary, to the extent service with the predecessor employer is recognized by SIC or such subsidiary) will be treated as service with Parent or any of its respective subsidiaries to the same extent and for the same purpose as such service was recognized under the analogous Employee Plan; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service.

With respect to any welfare plan maintained by Parent or any of its subsidiaries in which any Continuing Employee is eligible to participate after the Effective Time, Parent will, and will cause the Surviving Corporation to:

Parent will provide or cause the Surviving Corporation to provide to each individual who is an employee of SIC or any of its subsidiaries immediately prior to the Effective Time but whose employment is terminated at or within twelve (12) months following the Effective Time by Parent, the Surviving Corporation or any Subsidiary thereof, an annual bonus for the 2021 bonus year prorated based upon the number of days elapsed between the beginning of the year in which the termination occurs and the date of such termination, and based on the “target” level of performance, in each case, in accordance with the methodology set forth in the applicable individual’s offer letter and/or employment agreement as in effect as of the date of the Merger Agreement.

With respect to any Continuing Employees whose principal place of employment is outside of the United States, Parent’s obligations under the Merger Agreement with respect to employee matters will be modified to the extent necessary to comply with applicable law where such employee of SIC or any of its subsidiaries primarily perform their duties.

The parties to the Merger Agreement agreed that all provisions contained in the employee matters covenant are solely for the benefit of the parties to the Merger Agreement and that no employee of SIC or any of its subsidiaries, Continuing Employee or any other person (including any beneficiary or dependent thereof) will be regarded for any purpose as a third party beneficiary of the Merger Agreement, and no provision of the employee matters covenant in the Merger Agreement will create such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Employee Plan or any compensation or benefit plan, program, agreement or policy of Parent or any of its subsidiaries. Nothing in the Merger Agreement will be construed as an amendment to, modification, termination or establishment of any Employee Plan or compensation or benefit plan, program, agreement or policy of Parent or any of its subsidiaries.

Subject to the terms and conditions of the Merger Agreement, SIC and Parent will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the Transactions, including:

In furtherance and not in limitation of the foregoing, each of Parent and SIC agreed:

In addition, the parties to the Merger Agreement agreed:

Notwithstanding anything contained in the Merger Agreement to the contrary, Parent agreed to take any and all steps, and to make any and all undertakings, necessary to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental authority with respect to the Transactions so as to enable the consummation of the Transactions by Parent to occur as soon as reasonably possible (and in any event, no later than the End Date), including:

Further, and for the avoidance of doubt, Parent will take any and all actions necessary in order to ensure that no (x) requirement for any non-action, consent or approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other governmental authority, (y) decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, or (z) other matter relating to any antitrust or competition law would preclude the Closing by the End Date.

The Merger Agreement’s regulatory authorizations and consents covenant (and not any other provision of the Merger Agreement) provides the sole and exclusive obligations of the parties thereto with respect to seeking and obtaining any approvals under any antitrust law.

Parent and SIC will consult with each other before issuing any press release, having any communication with the press (whether or not for attribution), making any other public statement or holding any press conference or conference call with investors or analysts with respect to the Merger Agreement or the Transactions and, except in respect of any public statement or press release as may be required by applicable law or any listing agreement with or rule of any national securities exchange or association (on which, in ease case, the other party will be provided the opportunity to review and comment), will not issue any such press release or make any such other public statement or schedule any such press conference or conference call without the consent of the other party; provided that (a) the public announcements covenant in the Merger Agreement will not restrict any SIC communication made in connection with any Acquisition Proposal or Intervening Event and (b) the restrictions in the public announcements covenant in the Merger Agreement will not apply to communications that are disclosures or communications by Parent or its affiliates

Prior to the Effective Time, SIC will take all such steps as may be required to cause the Transactions, and any disposition of Common Stock (including derivative securities with respect to Common Stock) in connection with the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SIC to be exempt under Rule 16b-3 promulgated under the Exchange Act.

SIC will notify Parent in writing promptly of the commencement of any stockholder litigation brought or threatened in writing against SIC or its directors or officers relating to the Transactions (“Transaction Litigation”) and will keep Parent reasonably informed with respect to the status thereof (including by providing copies of all pleadings with respect thereto). SIC will be entitled to direct and control the defense of any Transaction Litigation; provided, however, that SIC:

For the avoidance of doubt, any action, litigation or other proceedings related to Dissenting Shares will be governed by the provisions of the Merger Agreement specifically relating to Dissenting Shares.

Each of Parent, Merger Subsidiary and SIC will, and will cause the members of their respective boards of directors to, use their respective reasonable best efforts to ensure that no Takeover Law (as defined in the Merger Agreement) is or becomes applicable to any of the Transactions. If any Takeover Law becomes, or purports to be, applicable to Transactions, each of Parent, Merger Subsidiary and SIC will, and will cause the members of their respective boards of directors to, use their reasonable best efforts grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated thereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Prior to the Effective Time, SIC will cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Common Stock from NASDAQ and the deregistration of the Common Stock under the Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days after the Closing Date.

Each party’s obligation to effect the Merger is subject to the satisfaction at Closing, or waiver at or prior to Closing, of each of the following conditions:

In addition, Parent’s and Merger Subsidiary’s obligation to effect the Merger is subject to the satisfaction, or waiver (where permissible pursuant to applicable law), of each of the following conditions:

SIC’s obligation to effect the Merger is subject to the satisfaction or waiver (where permissible pursuant to applicable law), of each of the following conditions:

The Merger Agreement may be terminated, and the Merger abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval) by mutual written agreement of Parent and SIC.

The Merger Agreement may be terminated, and the Merger abandoned at any time prior to the Effective Time (notwithstanding receipt of the SIC stockholders vote in favor of the Merger Proposal) by either Parent or SIC, if:

The Merger Agreement may be terminated, and the Merger abandoned at any time prior to the Effective Time (notwithstanding receipt of the SIC stockholders vote in favor of the Merger Proposal) by Parent, if:

The Merger Agreement may be terminated, and the Merger abandoned at any time prior to the Effective Time (notwithstanding receipt of the SIC stockholders vote in favor of the Merger Proposal) by SIC, if:

In the event the Merger Agreement is terminated by either Parent or SIC because the Company Stockholder Approval was not obtained at the Special Meeting, SIC will pay Parent the Parent Expenses; provided that any payment of the Parent Expenses will not affect Parent’s right to receive any Termination Fee otherwise due under the Merger Agreement, but shall reduce, on a dollar for dollar basis, any Termination Fee that becomes due and payable under the Merger Agreement.

SIC will be required to pay to Parent the Termination Fee if:

Lastly, SIC will be required to pay the Termination Fee to Parent if:

Parent will be required to pay the Reverse Termination Fee to SIC if the Merger Agreement is terminated by SIC because:

The parties agreed and acknowledged that in no event will Parent be required to pay the Reverse Termination Fee on more than one occasion.

As used in this section, the term “Willful Breach” means any breach of the Merger Agreement that is the consequence of an intentional action or intentional omission by any party if such party actually knew that the taking of such action or the failure to take such action would be a breach of the Merger Agreement.

If SIC fails to promptly pay the Termination Fee or Parent Expenses when due, SIC shall also be obligated to pay any documented out-of-pocket costs and expenses incurred by Parent in connection with a legal action to enforce the Merger Agreement that results in a judgment against SIC for such amounts, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate as published by the Eastern Edition of The Wall Street Journal (the “Prime Rate”) from the date such fee, cost or expense was required to be paid to (but excluding) the payment date; provided, that such amount shall not exceed collectively $1,000,000. (collectively, the “Parent Enforcement Expenses”).

Notwithstanding anything to the contrary in the Merger Agreement, in the event that SIC fails to effect the Closing as and when required pursuant to the Merger Agreement or otherwise breaches the Merger Agreement or fails to perform thereunder (whether willfully, intentionally, unintentionally or otherwise), then, except for an order of specific performance prior to the termination of the Merger Agreement as permitted therein, (i) Parent’s and Merger Subsidiary’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against (A) SIC, (B) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders or assignees of SIC or its subsidiaries or (C) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders or assignees of any of the foregoing (collectively, the “Company Group”) in respect of the Merger Agreement, any agreement executed in connection therewith and the Transactions will be (I) to terminate the Merger Agreement and collect, if due, the Termination Fee (including any Parent Enforcement Expenses) from SIC, and (II) following the termination of the Merger Agreement by either party, Parent’s right to seek monetary damages (including any Parent Enforcement Expenses) from SIC in the event of SIC’s Willful Breach prior to the termination of the Merger Agreement; provided that under no circumstances will the collective monetary damages, including any Parent Expenses, payable by SIC or any other member of the Company Group for breaches (including any Willful Breach) under the Merger Agreement, any other agreement executed in connection therewith or the transactions contemplated thereby (including the payment of the Termination Fee pursuant to the Merger Agreement) exceed an amount equal to $15,423,750 plus Parent Enforcement Expenses (if any) and (ii) upon payment of such amounts, no member of the Company Group will have any further liability or obligation relating to or arising out of the Merger Agreement, any agreement executed in connection therewith or the transactions contemplated thereby; provided, that in no event will Parent and Merger Subsidiary be entitled to (1) payment of both monetary damages and the Termination Fee, or (2) both (x) payment of any monetary damages and/or the Termination Fee and (y) a grant of specific performance of the Merger Agreement or any other equitable remedy against SIC that results in the Closing.

Similarly, if SIC commences a legal action against Parent or Merger Subsidiary as contemplated by the Merger Agreement that results in a judgment for monetary damages against Parent or Merger Subsidiary, Parent shall also pay any documented out-of-pocket costs and expenses incurred by SIC in connection with such action, together with interest on the amount of such judgment at the Prime Rate from the date of termination of the Merger Agreement to (but excluding) the payment date; provided, that such amount shall not exceed collectively $1,000,000 (collectively, the “SIC Enforcement Expenses”).

Notwithstanding anything to the contrary in the Merger Agreement, in the event that Parent and Merger Subsidiary fail to effect the Closing or otherwise breach the Merger Agreement or fail to perform thereunder (whether willfully, intentionally, unintentionally or otherwise), then, except for an order of specific performance prior to the termination of the Merger Agreement as permitted therein, (i) SIC’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against (A) Parent, Merger Subsidiary, the Sponsor and the Debt Financing Sources, (B) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates,

members, managers, general or limited partners, stockholders or assignees of Parent, Merger Subsidiary or the Sponsor or (C) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, affiliates, members, managers, general or limited partners, stockholders or assignees of any of the foregoing (collectively, the “Parent Group”) in respect of the Merger Agreement, any agreement executed in connection therewith, including the Equity Commitment Letter, and the transactions contemplated by the Merger Agreement and any such agreement, including the Equity Commitment Letter, will be (I) to terminate the Merger Agreement and collect, if due, the Reverse Termination Fee (including any SIC Enforcement Expenses) from Parent and (II) following the termination of the Merger Agreement by either party, SIC’s right to seek monetary damages (including any SIC Enforcement Expenses) from Parent (and to cause the Sponsor to fund such monetary damages pursuant to the Equity Commitment Letter) in the event of Parent’s or Merger Subsidiary’s Willful Breach prior to the termination of the Merger Agreement; provided that under no circumstances will the collective monetary damages payable by Parent, Merger Subsidiary or any other member of the Parent Group for breaches (including any Willful Breach) under the Merger Agreement, the Equity Commitment Letter, any other agreement executed in connection therewith or relating to the transactions contemplated thereby (including the payment of the Reverse Termination Fee pursuant to the Merger Agreement) exceed an amount equal to $30,847,500 plus SIC Enforcement Expenses (if any) and (ii) upon payment of such amounts, no member of the Parent Group will have any further liability or obligation relating to or arising out of the Merger Agreement, any agreement executed in connection therewith, the Equity Commitment Letter, or the transactions contemplated thereby; provided, that in no event will SIC be entitled to (1) payment of both monetary damages and the Reverse Termination Fee or (2) both (x) payment of any monetary damages and/or the Reverse Termination Fee and (y) a grant of specific performance of the Merger Agreement or any other equitable remedy against Parent or Merger Subsidiary that results in the Closing.

Any provision of the Merger Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided that, after Company Stockholder Approval has been obtained there will be no amendment or waiver that would require the further approval of stockholders of SIC under the DGCL without such Company Stockholder Approval having first been obtained; provided, further that certain sections of the Merger Agreement (and any provisions of the Merger Agreement or any related definitions used in such sections, to the extent any amendment, modification waiver or termination of such provision or definition would modify the substance of such sections) may not be amended, waived or otherwise modified in any manner that is adverse to the Debt Financing Sources without the prior written consent of the Debt Financing Sources. No failure or delay by any party in exercising any right, power or privilege thereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies therein provided will be cumulative and not exclusive of any rights or remedies provided by applicable law.

The parties to the Merger Agreement agreed that irreparable damage would occur in the event any provision of the Merger Agreement were not performed in accordance with the terms thereof and that any breach of the Merger Agreement would not be adequately compensated by monetary damages, and that the parties will be entitled to seek an injunction or injunctions to prevent breaches of the Merger Agreement or to enforce specifically the performance of the terms and provisions thereof, without proof of actual damages or inadequacy of legal remedy and without bond or other security being required, in addition to any other remedy to which they are entitled at law or in equity. Subject to other sections of the Merger Agreement, SIC will be entitled to seek to cause Parent to fully enforce the terms of the Equity Commitment Letter against the parties thereto and to cause the Financing to be funded, including by demanding that Parent and/or Merger Subsidiary institute one or more actions, suits or proceedings against the sources of the Equity Financing to fully enforce such sources’ obligations thereunder and Parent’s and Merger Subsidiary’s rights thereunder. The pursuit of specific enforcement by any party to the Merger Agreement will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy (whether at law or in equity) to which such party may be entitled at any time.

Notwithstanding anything else in the Merger Agreement or in any agreement or certificate contemplated thereby to the contrary, SIC will be entitled to seek or obtain specific performance of Parent’s obligations to cause the amounts committed to be funded under the Equity Commitment Letter to be funded or to consummate the Closing, if, and only if:

For the avoidance of doubt, in no event will SIC or any of its affiliates be entitled to enforce or seek to enforce specifically Parent’s obligations to cause the amounts committed to be funded at Closing under the Equity Commitment Letter to be funded if the Debt Financing has not been funded (or will not be funded at the Closing if the amounts committed to be funded under the Equity Commitment Letter is funded at the Closing). In no event will SIC be entitled to specific performance pursuant to the Merger Agreement in addition to an award of money damages or the Reverse Termination Fee. Notwithstanding anything that may be expressed or implied in the Merger Agreement, but without limiting SIC’s rights to seek specific performance of Parent’s obligations pursuant to the Merger Agreement, in no event will SIC or any of its affiliates be entitled to enforce specifically any of Parent’s and its affiliates’ respective rights under the Debt Commitment Letter or any other agreements relating to the Debt Financing against the sources thereof; provided, that notwithstanding the foregoing, in no event will anything in the Merger Agreement limit the rights of Parent under the Debt Commitment Letter.

Except as set forth in the Merger Agreement, the parties to the Merger Agreement agreed that their respective representations, warranties and covenants set forth in the Merger Agreement are solely for the benefit of the other parties thereto in accordance with and subject to the terms of the Merger Agreement. The Merger Agreement was not intended to and will not confer upon any person other than the parties to the Merger Agreement any rights or remedies under the Merger Agreement, except: