Consideration clause samples

Centrue shareholders may assert appraisal rights in connection with the merger and, upon complying with the requirements of the DGCL, receive cash in the amount of the "fair value" of their shares of Centrue capital stock instead of the merger consideration. This "fair value" could be more than the merger consideration but could also be less. See "The Merger—Centrue shareholder appraisal rights".

On November30, 2016, Centrue received a written non-binding indication of interest from Midland that outlined key merger considerations, including, among other things, consideration, employee retention expectations, benefit packages and proposed severance. In particular, Midland's indication of interest provided for consideration consisting of a mix of 70-80% Midland common stock and 20-30% cash, valued at approximately $24.00 to $26.00 per share of Centrue common stock. Two other potential buyers made non-binding verbal indications of interest that outlined their respective key merger considerations, including but not limited to aggregate consideration and form of consideration. The first other potential buyer, which was another publicly traded bank holding company and which we refer to as "Company A," indicated an interest in acquiring Centrue at valuation up to Centrue's tangible book value as of September30, 2016. Company A and Centrue did not discuss the mix of cash and shares of Company A common stock that would be used as consideration in the potential transaction. The second potential buyer, a private bank holding company, which we refer to as "Company B," indicated an interest in acquiring Centrue at Centrue's tangible book value as of September30, 2016, to be paid in cash. As of September30, 2016, Centrue's tangible book value was approximately $18.90 per share. Six other parties that had executed a non-disclosure agreement declined to submit an indication of interest. Each of the three non-binding indications of interest received was subject to further due diligence and the negotiation of a definitive merger agreement.

Sandler's opinion speaks only as of the date of the opinion. The opinion is directed to the board of directors of Centrue in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any shareholder of Centrue as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement and the merger or what election to make regarding the stock consideration, the cash consideration or the mixed consideration. The opinion is directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Centrue common stock and does not address the allocation of the merger consideration between cash and Midland common stock or the relative fairness of the per share stock consideration and the per share cash consideration. The opinion does not address the underlying business decision of Centrue to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Centrue or the effect of any other transaction in which Centrue might engage. Sandler did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by Centrue's officers, directors, or employees, or class of such persons, if any, relative to the merger consideration to be received by Centrue's common shareholders. Sandler's opinion was approved by Sandler's fairness opinion committee.

Midland has also entered into a Registration Rights Agreement, dated as of April7, 2014, with Love Group,LLC, Love Investment Company, Love Real Estate Company, The Love Family Charitable Trust and a trust for the benefit of Andrew Sproule Love, Jr., Andrew S. Love, Jr., Laurence A. Schiffer, James S. McDonnell III, and John F. McDonnell, all of whom were shareholders of Love Savings Holding Company and received shares of Midland common stock as merger consideration. Pursuant to the registration rights agreement, these shareholders have the right to demand (but only twice as to registrations on FormS-1 and three times as to registrations on FormS-3) that Midland, at its expense, prepare and filea registration statement to register under the Securities Act the shares of Midland common stock that they own. Such demand rights became operative on November20, 2016, and are subject to certain other customary conditions. These shareholders also have piggyback registration rights, which give them the right to require Midland to include in a registration statement filed by it the shares of common stock they own. The registration rights agreement terminates on the earlier of May24, 2021, and the date on which no party with rights under the agreement owns any shares of Midland common stock.

shareholders called to consider and vote upon the approval of the Agreement and the Merger or what election to make regarding the Per Share Stock Consideration, the Per Share Cash Consideration or any combination thereof. Our opinion is directed only to the fairness, from a financial point of view, of the Merger Consideration to the holders of Company Common Stock and does not address the allocation of the Merger Consideration between cash and Acquiror Common Stock or the relative fairness of the Per Share Stock Consideration and the Per Share Cash Consideration. Our opinion does not address the underlying business decision of the Company to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Agreement, the relative merits of the Merger as compared to any other alternative transactions or business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. We also do not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any officer, director or employee of the Company or Acquiror, or any class of such persons, if any, relative to the compensation to be received in the Merger by any other shareholder. This opinion has been approved by Sandler O'Neill's fairness opinion committee. This opinion shall not be reproduced without Sandler O'Neill's prior written consent; provided, however, Sandler O'Neill will provide its consent for the opinion to be included in regulatory filings to be completed in connection with the Merger.

The Company’s contracts do not contain refund provisions for fees earned related to services performed. However, if the Company’s services do not meet certain service level commitments, customers are entitled to receive service credits, which represents a form of variable consideration. The Company has historically not experienced any significant incidents affecting the defined levels of reliability and performance as required by the Company’s contracts. Accordingly, any estimated credits related to these agreements in the consolidated financial statements are not material during the periods presented. If client performance guarantees are not being achieved, the Company will deduct from revenue an estimate of the amount that will be due at the end of the respective client’s contractual period.

In accordance with ASC 842, the Company determines at the inception of a contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term.

The Company’s primary lease represents the lease for its corporate headquarters in Boston, Massachusetts which it entered into in December 2010 and expires in November 2021. Rent expense for the year ended December 31, 2018 was $4,100. At inception of a contract, the Company determines if a contact meets the definition of a lease. A lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company assesses throughout the period of use whether the Company has both of the following: i) the right to obtain substantially all of the economic benefits from use of the identified asset, and ii) the right to direct the use of the identified asset.This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and operating lease liabilities are recognized at lease commencement date based on the present value of the minimum future lease payments.

(a) Maximum Aggregate Merger Consideration. The maximum aggregate consideration payable to the Company Equityholders by Parent and Merger Sub in the Merger (the “Aggregate Merger Consideration”) shall be an amount, subject to adjustment pursuant to Section2.15, equal to the sum of (i) $138,000,000, plus (ii)the Net Working Capital minus the Net Working Capital Target (which difference may be a positive or negative number), plus (iii)any Cash as of immediately prior to the Closing, minus (iv)any Debt outstanding as of immediately prior to the Closing, minus (v)any Transaction Expenses as of immediately prior to the Closing.

2.8 Maximum Cash Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate Cash Consideration payable to the Company Equityholders exceed an amount equal to fifty percent (50%) of the Aggregate Merger Consideration (the “Maximum Cash Amount”), plus any Adjustment Amount. For the avoidance of doubt, in the event that the number of Company Equityholders that are Non-Accredited Holders (including any Company Equityholders treated as such due to a failure to timely deliver an Investor Certification Form as provided in Section2.8(a)(ii) below) would otherwise result in the payment of Cash Consideration in excess of the Maximum Cash Amount, the Base Cash Consideration shall be reduced to cause payment of only the Maximum Cash Amount, and the Base Stock Consideration shall be increased to those Company Equity Holders that are Accredited Holders; all adjustments made in accordance with the provisions of this Section2.7(d) shall be made on a pro rata basis based on the shares of Company Capital Stock and Company Vested Options held.

(d) Return of the Merger Consideration. Any portion of the Merger Consideration that remains unclaimed by the former holders of the Company Capital Stock for twelve (12)months after the First Effective Time shall be delivered to Parent. Any former holder of Company Capital Stock that has not complied with this Section210 prior to the end of such twelve (12)month period shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws), but only as a general creditor thereof, for payment of its claim for its portion of the Merger Consideration. Any portion of the Merger Consideration that remains unclaimed immediately prior to the date on which it would otherwise become subject to any abandoned property, escheat or similar Law, shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. No interest shall be payable for any shares of Parent Series C Stock delivered to Parent pursuant to this Section2.10(d) or cash which is subsequently delivered to any former holder of Company Capital Stock.

(iii) If any Accredited Holder elects in their Investor Certification Form to receive 100% of such Accredited Holder’s Merger Consideration as Stock Consideration, such Accredited Holder will receive (A)Cash Consideration equal to the sum of such Accredited Holder’s Pro Rata Share of each of the Indemnification Escrow Amount, the Adjustment Escrow Amount and the Special Indemnification Escrow Amount and (B)the remainder of such Accredited Holder’s Merger Consideration will be Stock Consideration. For the avoidance of doubt, none of the Indemnification Escrow Amount, the Adjustment Escrow Amount and the Special Indemnification Escrow Amount shall be affected by the percentage elections of Merger Consideration by the Accredited Holders.

outstanding common stock (including noncontrolling interests) to include contingent consideration. However, the Company understands that when a parent company acquires a noncontrolling interest, whether classified in temporary equity or permanent equity, practice is to recognize the change in contingent consideration either within equity pursuant to the historical cost accumulation model or within earnings by analogy to ASC 805 (as illustrated in the EY guidance). The Company has been informed by our auditors, Deloitte, that the accounting for contingent consideration related to the acquisition of a noncontrolling interest was recently discussed among the National Offices of the Big Four and other large firms. The firms acknowledged the lack of explicit authoritative guidance; some of the firms indicated that use of the historical cost accumulation model similar to acquisitions of equity method investments or assets has developed in practice, that is subsequent changes are recognized in equity. In the absence of specific authoritative or nonauthoritative guidance the Company believes it continues to be acceptable to follow the historical cost accumulation model rather than the model applicable to business combinations.

1) The accounting policy was determined independently from the measurement basis being used for the assets underlying the contingent consideration. The Company did so to achieve accounting more consistent with what the Company views as the substance of the transaction among owners and to properly reflect the ultimate, “all-in” cost of the shares reacquired from former owners.

While that definition applies to contingent consideration issued in a business combination, contingent consideration may also be issued in an asset acquisition. The acquiring entity should assess the terms of the transaction to determine whether consideration payable at a future date is contingent consideration or seller financing. If the payment depends on the occurrence of a specified future event or the meeting of a condition and the event or condition is substantive, the additional consideration should be accounted for as contingent consideration. If the additional payment depends only on the passage of time or is based on a future event or the meeting of a condition that is not substantive, the arrangement should be accounted for as seller financing.

An increase in a parent’s ownership interest in a subsidiary may involve contingent consideration. For example, when acquiring an additional interest in a subsidiary, the parent may promise to deliver cash, additional equity interests or other assets to the seller after the acquisition date if certain specified events occur or conditions are met in the future. These contingencies frequently are based on future earnings or changes in the market price of the subsidiary’s stock over specified periods after the date of the sale. However, they might be based on other factors (e.g., components of earnings, product development milestones, cash flow levels, successful completion of third-party contract negotiations).

Share elections and cash elections are subject to the proration adjustment procedures described in this consent solicitation statement/prospectus to ensure that the aggregate merger consideration will be divided evenly with 50% of the combined outstanding Oaktree class A units and SellerCo units receiving cash consideration and 50% of the combined outstanding Oaktree class A units and SellerCo units receiving share consideration, such that the aggregate merger consideration paid by Brookfield will be 50% cash consideration and 50% share consideration. Holders who fail to make an election or who make an untimely election (or who otherwise are deemed not to have submitted an effective form of election), referred to as “non-electing holders,” will be deemed to have elected (i)cash consideration with respect to 50% of such holder’s Oaktree class A units and SellerCo units (rounded up to the nearest whole unit) and (ii)share consideration with respect to the other 50% of such holder’s Oaktree class A units and SellerCo units (rounded down to the nearest whole unit).

A: You are receiving this consent solicitation statement/prospectus because Brookfield has agreed to acquire all of the issued and outstanding Oaktree class A units. On March13, 2019, Brookfield and Oaktree entered into a merger agreement that is described in this consent solicitation statement/prospectus. A copy of the merger agreement is attached as AnnexA to this consent solicitation statement/prospectus and is incorporated by reference into this consent solicitation statement/prospectus. Pursuant to the merger agreement, at the effective time of the initial merger, an indirect wholly-owned subsidiary of Brookfield will be merged with and into Oaktree and each Oaktree class A unit issued and outstanding immediately prior to the effective time of the initial merger (other than Oaktree excluded units) will be converted into the right to receive, at the election of such unitholder, (A)the cash consideration of $49.00 or (B)the share consideration of 1.0770 Brookfield class A shares, in each case, without interest and subject to any applicable withholding taxes. In the subsequent merger, SellerCo will merge with and into Seller MergerCo, with Seller MergerCo continuing as the surviving entity, and each SellerCo unit issued and outstanding immediately prior to the effective time of the subsequent merger, referred to as the “subsequent effective time”, will, at the election of its holder, be converted into the right to receive either the cash consideration or the share consideration. Share elections and cash elections are subject to the proration adjustment procedures described in this consent solicitation statement/prospectus to ensure that the aggregate merger consideration will be divided evenly with 50% of the combined outstanding Oaktree class A units and SellerCo units receiving cash consideration and 50% of the combined outstanding Oaktree class A units and SellerCo units receiving share consideration, such that the aggregate merger consideration paid by Brookfield will be 50% cash consideration and 50% share consideration.

A: As a result of the mergers, each Oaktree class A unit issued and outstanding immediately prior to the effective time (other than Oaktree excluded units), and each SellerCo unit issued and outstanding immediately prior to the subsequent effective time will, in each case, be converted into the right to receive and become exchangeable for the merger consideration. After completion of the mergers, Oaktree will no longer have any public common equity interests, and the Oaktree class A units will be delisted from the NYSE and will cease to be publicly traded. The mergers will have no effect on any outstanding Oaktree class B units or any Oaktree preferred units, each of which will remain outstanding immediately after the completion of the mergers. See the section entitled “The Merger Agreement—Structure of the Mergers and Post-Closing Restructuring Steps” beginning on page 130 of this consent solicitation statement/prospectus and the merger agreement attached as Annex A to this consent solicitation statement/prospectus for more information about the mergers.

Share elections and cash elections are subject to the proration adjustment procedures described in this consent solicitation statement/prospectus to ensure that the aggregate merger consideration will be divided evenly with 50% of the combined outstanding Oaktree class A units and SellerCo units receiving cash consideration and 50% of the combined outstanding Oaktree class A units and SellerCo units receiving share consideration, such that the aggregate merger consideration paid by Brookfield will be 50% cash consideration and 50% share consideration. A discussion of the proration mechanism can be found under the heading “The Merger Agreement—Election Procedures& Proration Adjustments” beginning on page 133 of this consent solicitation statement/prospectus.

On December1, 2018, representatives of Brookfield contacted Perella Weinberg to present Brookfield’s preliminary proposal with respect to the form and amount of consideration to be paid in respect of the Oaktree class A units as well as the high-level terms of the liquidity mechanism and the amount of OCGH units being sold at closing. The representatives of Brookfield indicated a preference to pay merger consideration solely in the form of Brookfield class A shares, but with an option for Oaktree class A unitholders to elect cash consideration so long as the aggregate amount of cash consideration did not exceed 30% of the total value of the merger consideration. The Brookfield representatives also affirmed that the same amount and form of consideration would be payable in respect of both Oaktree class A units and the OCGH units to be sold at the closing. Separately, on the same day, Brookfield indicated in a phone call with a representative of Perella Weinberg, that, on a preliminary basis, it would be prepared to pay consideration having a value within a range of $47.00 to $50.00 per Oaktree class A unit.

Also on December10, 2018, representatives of Brookfield sent representatives of Perella Weinberg a draft term sheet describing the terms of the potential transaction for the acquisition of all of the Oaktree class A units and a separate term sheet regarding matters pertaining to the OCGH unitholders. Each term sheet contemplated the acquisition of all of the Oaktree class A units, all of the OCGH units held by institutional holders, and a portion of the OCGH units held by non-institutional holders, in the aggregate representing approximately a 61% indirect interest in the Oaktree operating group. The term sheet for the Oaktree class A unitholders contemplated that the merger consideration would consist of Brookfield equity based on a to-be-agreed exchange ratio, but that Oaktree class A unitholders would be entitled to elect to receive merger consideration in cash so long as the aggregate consideration payable in cash did not exceed one-third of the total merger consideration. Brookfield also noted that it was considering whether the cash-stock election should also include a maximum number of Brookfield shares to be issued in any transaction. This term sheet did not include a proposed exchange ratio for, or otherwise provide a proposed valuation of, the Oaktree class A units.

On January13, 2019, Brookfield submitted a new proposal to Oaktree regarding the consideration to be provided to the holders of the Oaktree class A units as well as to the holders of OCGH unitholders pursuant to the liquidity mechanism. This revised proposal contemplated (1)merger consideration to Oaktree class A unitholders as well as institutional holders of OCGH units consisting of 60% in cash at $48.00 per Oaktree class A unit and 40% in Brookfield class A shares using an exchange ratio of 1.11 Brookfield class A shares per Oaktree class A unit, subject to Brookfield’s ability to increase the stock consideration as a percentage of total consideration. The proposal, however, contemplated that only 12.5% of the merger consideration paid at closing to non-institutional OCGH unitholders be in the form of cash. The proposal also contemplated that a portion of the cash consideration be paid by means of a one-time distribution of Oaktree’s pre-closing excess cash to holders of Oaktree class A units and OCGH units. Based on the closing price of Brookfield class A shares on the NYSE on the immediately preceding trading day, the proposed exchange ratio implied a value of $45.15 per Oaktree classA unit and the merger consideration per Oaktree class A unit, on a blended basis, implied a value of $46.86 per Oaktree class A unit. In addition, Brookfield reaffirmed its proposal of January11, 2019 regarding the use of a range of multiples in valuing OCGH units in the liquidity mechanism.

Sandler O’Neill’s opinion did not address the allocation of the merger consideration between cash and Brookfield class A shares, the relative fairness of the cash consideration and the share consideration, the relative fairness of the merger consideration and the disparate consideration to be received by holders of Oaktree restricted units or the treatment in the Transaction of the Oaktree restricted units and the Oaktree class B units and Oaktree preferred units. Sandler O’Neill also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Transaction by any officer, director or employee of Oaktree, Brookfield or any other party to the Transaction, or any class of such persons, if any, relative to the compensation to be received in the Transaction or any related transaction by any other unitholder. Sandler O’Neill further expressed no opinion as to any matters related to OCGH, SellerCo or Seller MergerCo, including, without limitation, any term or aspect of the support agreement, the exchange agreement and any other agreements to be entered into in connection with the Transaction or the fairness of the subsequent merger, or the consideration to be received by holders of SellerCo units in the subsequent merger, relative to the merger consideration. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee.

In the subsequent merger, each holder of SellerCo units, including those held by certain of Oaktree’s directors and executive officers, will be converted into the right to receive and be exchanged for the merger consideration. Up to 50% of the Brookfield class A shares received in exchange for SellerCo units by Oaktree’s directors and officers (including those held by certain of Oaktree’s directors and executive officers) in the subsequent merger will be subject to a 90-day restriction on sale by such holders.

The conversion of Oaktree class A units into the right to receive the merger consideration will occur automatically at the effective time. After completion of the mergers, the exchange agent will exchange any certificates representing Oaktree class A units for the merger consideration to be received pursuant to the terms of the merger agreement. As promptly as practicable after the effective time, and in any event within two business days thereafter, Oaktree class A units and SellerCo units held in book-entry form will automatically be exchanged for the merger consideration. Holders of Oaktree class A units and SellerCo units held in book-entry form will not be required to take any additional actions.

Pursuant to the terms of the Agreement, at the Effective Time, each common unit of the Company designated as a “ClassA Unit” (collectively, “Company ClassA Units”) issued and outstanding immediately prior to the Effective Time, excluding Restricted Units and certain other Company ClassA Units to be cancelled as specified in the Agreement, will be converted into the right to receive, at the election of the holder thereof (subject to adjustment as described below), either: (i) $49.00 in cash (the “Per Share Cash Consideration”) or (ii)1.0770 of a ClassA Limited Voting Share of Brookfield (collectively, “Brookfield ClassA Shares” and, such fraction of a Brookfield ClassA Share, the “Per Share Stock Consideration”); provided that the Agreement provides, generally, that the actual consideration to be received by holders of Company ClassA Units will be adjusted as necessary so that, in the aggregate, the cash portion of the consideration to be received in the Transaction for Company ClassA Units and units of equity interests in SellerCo (collectively, “SellerCo Units”) will equal the Maximum Cash Unit Number multiplied by the Per Share Cash Consideration. The Per Share Cash Consideration and the Per Share Stock Consideration are collectively referred to herein as the “Merger Consideration.” The Agreement also provides that, prior to, and as a condition to, the closing of the Merger, there will be a one-for-one exchange into SellerCo Units of (i)all limited partnership units (collectively, “OCGH Units”) of OCGH held by certain existing institutional holders of OCGH Units and (ii) 20% of vested OCGH Units held by all other limited partners of OCGH (such exchange, the “OCGH Exchange” and, together with the Mergers, the “Transaction”). The terms and conditions of the Transaction are more fully set forth in the Agreement and the Transaction Agreements. You have requested our opinion as to the fairness, from a financial point of view, of the Merger Consideration to the holders of Company ClassA Units (other than Brookfield, Merger Sub and their respective affiliates, OCGH, those holders of Company ClassA Units who are also equity holders of OCGH and holders of Restricted Units (collectively, the “Excluded Holders”)).

The Merger Agreement provides that no more than fifty percent (50%) of the aggregate merger consideration is paid in the form of Cash Consideration or Share Consideration. Your elections are subject to proration adjustment procedures to ensure that the aggregate merger consideration will be divided evenly with 50% of the combined outstanding ClassA Units and limited liability company interests in SellerCo (“SellerCo Units”) receiving Cash Consideration and 50% of the combined outstanding ClassA Units and SellerCo Units receiving Share Consideration, as described in the section entitled “The Merger Agreement - Election Procedures& Proration Adjustments” beginning on page [●] of the Consent Solicitation Statement/Prospectus. No guarantee can be made that you will receive the amount of Cash Consideration that you elect.

• If your Notes are held by a broker, a bank or other nominee, you must instruct the nominee to surrender the Notes on your behalf through DTC’s transmittal procedures, and tell the nominee that you are converting into the Modified Conversion Consideration. You must do this sufficiently in advance so the surrender can be completed before 5:00p.m. New York City time on March 29, 2018.

The offer will expire at 5:00 p.m. New York City time on March29, 2018. In order to accept the offer you will have to follow DTC procedures for conversion of debt securities, stating that you are electing to receive the Modified Conversion Consideration. You will have to do that in time so DTC transfers your Notes and confirms your election and consent to the Conversion Agent before the offer expires.

outstanding. The proposed transaction requires the approval of a majority of the aggregate voting power of the outstanding shares of ClassA common stock, ClassB common stock and ClassV common stock other than those held by affiliates of the Company, in each case, voting as a separate class, and all outstanding shares of common stock of the Company, voting together as a single class, and will be submitted to stockholders for their consideration. The Company has filed a registration statement on Form S-4 (File No.333-226618). The registration statement was declared effective by the SEC on October19, 2018, and a definitive proxy statement/prospectus was mailed on or about October23, 2018 to each holder of ClassA common stock, ClassB common stock, ClassC common stock and ClassV common stock entitled to vote at the special meeting in connection with the proposed transaction. The Company also filed a supplement to the definitive proxy statement/prospectus on November 26, 2018, which is expected to be mailed on or about November 26, 2018 to each holder of ClassA common stock, ClassB common stock, ClassC common stock and ClassV common stock entitled to vote at the special meeting in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE SUPPLEMENT AND ANY OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may get these documents, when available, for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Company’s website at http://investors.delltechnologies.com.

Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 1, 2018 (the “Merger Agreement”), by and among Dell Technologies Inc. (“Dell Technologies”) and Teton Merger Sub Inc., a wholly owned subsidiary of Dell Technologies (“Merger Sub”), as amended by Amendment No.1 to the Agreement and Plan of Merger, dated as of November14, 2018, between Dell Technologies and Merger Sub (the “Merger Agreement Amendment” and, together with the Merger Agreement, the “Amended Merger Agreement”), Merger Sub will merge with and into Dell Technologies, with Dell Technologies continuing as the surviving corporation (the “ClassV transaction”). Pursuant to the terms of the Amended Merger Agreement, each holder of ClassV common stock, par value $0.01 per share, of Dell Technologies (“ClassV Common Stock”) has the opportunity to elect to receive, as merger consideration for each share of ClassV Common Stock that such stockholder owns, (1) “share consideration” of such number of shares of ClassC common stock, par value $0.01 per share, of Dell Technologies (“ClassC Common Stock”) as determined by the application of the exchange ratio described in the Supplement to the Proxy Statement/Prospectus (as defined below) (which number of shares will be between 1.5043 and 1.8130) or (2) “cash consideration” of $120.00 in cash, without interest, subject to a cap of $14billion on the aggregate amount of cash consideration. If holders of shares of ClassV Common Stock elect in the aggregate to receive more than $14billion in cash consideration, the elections to receive cash consideration will be subject to proration, and a portion of the consideration such holders requested in cash will instead be received in the form of shares of ClassC Common Stock.

In connection with the Merger Agreement Amendment, we have updated the Election Form previously sent to you to reflect the increases to the consideration for the ClassV transaction and the maximum aggregate cash consideration. This updated Election Form also includes a new Election Deadline.

No. You may specify the number of shares of ClassV Common Stock with respect to which you desire to receive share consideration and the number of shares of ClassV Common Stock with respect to which you desire to receive cash consideration. For any shares of ClassV Common Stock held by you that are not covered by a validly submitted Election Form, you will be deemed to have made an election to receive share consideration and will receive solely shares of ClassC Common Stock (other than cash received in lieu of a fractional share of ClassC Common Stock).

If you have submitted a properly completed and signed Election Form and IRS Form W-9 or the appropriate IRS Form W-8, as applicable, to the Exchange Agent, you are not required to take any other action at or after the effective time of the ClassV transaction in order to receive the merger consideration. The cash and/ or shares of ClassC Common Stock to which you are entitled will be delivered by the Exchange Agent as soon as practicable after the effective time of the ClassV transaction, upon receipt by the Exchange Agent of an “agent’s message” from DTC or an instruction from Dell Technologies.

Subject to the terms and conditions of the merger agreement, upon the completion of the Class V transaction, each share of our ClassV Common Stock will be converted into the right to receive, at the election of the holder of such share, either (1)1.3665 shares of our ClassC Common Stock or (2) $109 in cash, without interest, subject to a cap of $9billion on the aggregate amount of cash consideration. If holders of ClassV Common Stock elect in the aggregate to receive more than $9billion in cash, the cash elections will be subject to proration as described in the accompanying proxy statement/prospectus. The Company expects to issue between approximately 272,420,782shares of ClassC Common Stock (assuming all holders of ClassV Common Stock elect to receive shares of ClassC Common Stock) and 159,590,507shares of ClassC Common Stock (assuming the holders of ClassV Common Stock elect in the aggregate to receive $9billion or more in cash). The ClassC Common Stock will be entitled to one vote per share with respect to matters to be voted upon by the stockholders of the Company and will represent an interest in Dell Technologies’ entire business and, unlike the ClassV Common Stock, will not track the performance of any distinct assets or business.

A: The record date for the special meeting is earlier than the date of the special meeting and the date on which the merger and the Class V transaction are expected to be completed. If you transfer your shares of common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, unless the transferee requests a proxy from you and you grant such proxy. However, if you are a holder of ClassV Common Stock, you will have transferred the right to participate in the Class V transaction and receive the transaction consideration. To receive the transaction consideration, you must hold your shares of ClassV Common Stock through the effective time of the merger.

Each eligible holder of shares of ClassV Common Stock has the right to submit an election form specifying (1)the number of shares of ClassV Common Stock with respect to which such holder desires to elect to receive share consideration of 1.3665 shares of ClassC Common Stock per share of ClassV Common Stock, referred to herein as share consideration, and (2)subject to the proration described below, the number of shares of ClassV Common Stock with respect to which such holder desires to elect to receive cash consideration of $109 in cash, without interest, for each share of ClassV Common Stock, referred to herein as cash consideration. Any share of ClassV Common Stock with respect to which neither a share election nor a cash election has been properly made, and any share of ClassV Common Stock with respect to which such an election has been revoked or lost and not subsequently made, will be converted into the right to receive share consideration.

None of Dell Technologies, its board of directors or the Special Committee is making any recommendation as to whether Dell Technologies ClassV stockholders should elect to receive share consideration or cash consideration. You must make your own decision with respect to such election.

Representatives of Goldman Sachs discussed this proposal with Messrs. Dell and Durban and then responded to Evercore that the $109 per share which had been previously communicated was the highest per share valuation for ClassV Common Stock which Dell Technologies was prepared to offer. Representatives of Evercore then asked representatives of Goldman Sachs if Dell Technologies was prepared to increase the cap on the aggregate cash portion of the consideration. The representatives of Goldman Sachs responded that the $9billion aggregate cap which had been previously communicated was the maximum amount of cash consideration which Dell Technologies was prepared to offer.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the ClassV stockholders (other than Dell Technologies and its affiliates), from a financial point of view, of the transaction consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the ClassV transaction to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Dell Technologies, VMware or any other person or entity, or any class of such persons, whether relative to the transaction consideration or otherwise. Evercore assumed that the structure of the ClassV transaction would not vary or be modified in any respect material to its analysis. Evercore’s opinion does not address the relative merits or timing of the ClassV transaction as compared to other business or financial strategies that might be available to Dell Technologies or the Special Committee, nor does it address the underlying business decision of Dell Technologies or the Special Committee to engage in the ClassV transaction, nor does it address the decision of any holder of shares of Dell Technologies to exercise appraisal rights, if any. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of Dell Technologies or the ClassV Common Stock or any business combination or other extraordinary transaction involving Dell Technologies. Evercore’s opinion does not constitute a recommendation to the board of directors, the Special Committee or any other persons in respect of the ClassV transaction, including as to how any ClassV holder should vote or act in respect of the ClassV transaction. Evercore expressed no opinion as to the price at which any shares of Dell Technologies, VMware or any other entity will trade at any time, including following the announcement or completion of the ClassV transaction. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Dell Technologies, the Special Committee and their respective advisors with respect to legal, regulatory, accounting and tax matters.

The merger and associated Class V transaction will be accounted for as an equity transaction involving the repurchase of outstanding common stock, with the consideration accounted for as the cost of treasury shares. Under this method of accounting and within the terms of the Class V transaction, each share of ClassV Common Stock will be cancelled and converted into the right to receive shares of ClassC Common Stock or $109 in cash, dependent on each holder’s election and subject to proration of the aggregate cash consideration. Financial statements of the Company issued after the merger will reflect such consideration at fair value.

We have designated American Stock Transfer& Trust Company, LLC as the exchange agent for the purpose of receiving elections from holders of ClassV Common Stock as to the type of transaction consideration payable and for exchanging certificates and book-entry shares representing shares of ClassV Common Stock for the applicable transaction consideration. On or prior to the date closing occurs, we will deposit, or cause to be deposited, with the exchange agent for the benefit of the holders of the certificates and the book-entry shares that immediately prior to the effective time of the merger represented outstanding shares of ClassV Common Stock, book-entry shares representing shares of ClassC Common Stock in an aggregate amount equal to the number of shares sufficient to deliver the aggregate share consideration and cash in immediately available funds in an amount sufficient to pay the aggregate cash consideration and any dividends or other distributions on shares of ClassC Common Stock payable pursuant to the merger agreement as described below under “—Distributions with Respect to Unexchanged Shares.” All shares of ClassC Common Stock together with any such cash amounts deposited with the exchange agent are referred to herein as the exchange fund. The exchange agent will deliver the shares of ClassC Common Stock, cash, dividends and distributions contemplated to be issued and delivered pursuant the merger agreement out of the exchange fund. Except to the extent set forth below, the exchange fund may not be used for any other purpose.

(b) Proration. Notwithstanding any other provision contained in this Agreement, the aggregate amount of Cash Consideration to be received by the holders of shares of ClassV Common Stock in the Merger shall not exceed $9,000,000,000 (the “Aggregate Cash Consideration”). As used herein, the term “Cash Election Amount” shall mean the product of the aggregate number of Cash Electing Shares multiplied by the Cash Consideration. If the Cash Election Amount exceeds the Aggregate Cash Consideration, then, instead of being converted into the right to receive the Cash Consideration, a portion of each holder’s Cash Electing Shares equal to the Cash Fraction (defined below) shall be converted into the right to receive the Cash Consideration and the remaining portion of each holder’s Cash Electing Shares shall be converted into the right to receive the Share Consideration. For purposes of this Agreement, the “Cash Fraction” shall be a fraction, the numerator of which is the Aggregate Cash Consideration and the denominator of which is the Cash Election Amount.

Fidelity makes no recommendation with regard to the offered form(s)of merger consideration. EACH PARTICIPANT OR BENEFICIARY MUST MAKE HIS OR HER OWN DECISION.

E12792-TBD TRUSTEE DIRECTION FORM JOHNSON CONTROLS INC. MERGER CONSIDERATION ELECTION BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY ALL ENCLOSED AND PREVIOUSLY DISTRIBUTED MATERIALS PLEASE NOTE THAT IF YOU DO NOT PROVIDE TO FIDELITY'S TABULATION AGENT A PROPERLY COMPLETED, SIGNED TRUSTEE DIRECTION FORM OR PROVIDE DIRECTIONS VIA THE INTERNET BY 4:00 P.M., EASTERN TIME ON AUGUST 25, 2016 (THE "PLAN ELECTION DEADLINE"), UNLESS THE PLAN ELECTION DEADLINE IS EXTENDED, FIDELITY WILL NOT MAKE AN ELECTION WITH RESPECT TO THE SHARES ATTRIBUTABLE TO YOUR PLAN ACCOUNT, UNLESS OTHERWISE REQUIRED BY LAW. Fidelity Management Trust Company ("Fidelity") makes no recommendation to any participant in the Johnson Controls Savings and Investment (401k) Plan, the Trim Masters, Inc. Retirement Plan, the Johnson Controls Building Efficiency Retirement Savings Plan/Account Level Employees or the Johnson Controls Federal Systems Retirement Savings Plan (collectively and individually, the "Plan") with regard to the offered forms of merger consideration. This Trustee Direction Form, if properly signed, completed and received by Fidelity's tabulation agent by the Plan election deadline, will supersede any previous Trustee Direction Form with respect to the shares attributable to your Plan account. If you wish to use the Internet to provide your directions to Fidelity, please go to website www.proxyvote.com/tender, enter the 16-digit control number from your Trustee Direction Form (located in the box above next to the arrow) and click on the Submit button. You will then be able to provide your direction to Fidelity on the following screen. PLEASE SIGN AND DATE ON THE REVERSE SIDE.

Fidelity will invest all consideration received in the merger as soon as administratively possible after receipt of such consideration. Cash received by the Plan as a result of the merger will be invested in the Fidelity Retirement Government Money Market Portfolio. Ordinary shares of the combined company received by the Plan as a result of the merger will be invested in a new Johnson Controls International plc stock fund (additional information regarding the new stock fund will be provided separately). You may call Fidelity at 1-800-856-2363 (or access your account via the NetBenefits® website at www.netbenefits.com) after the reinvestment is complete to learn more about these and any additional effects of the merger on your account.

c) When the Company first evaluated the classification of changes in contingent consideration following its adoption of ASC 805, the Company considered not only its own views on this matter but considered other registrants’ classification of changes in contingent consideration. The Company has observed a diversity in practice in the classification of changes in contingent consideration as a component of operating and non-operating income.

d) The Company also considered the guidance in ASC 805-10-55-24 that requires companies to distinguish between contingent consideration and compensatory or profit sharing arrangements, with the former being an element of the consideration transferred in exchange for the business and the latter being a form of compensation for post-acquisition services. To the extent the contingent consideration arrangement is determined to be compensatory, such amounts would be recognized in the income statement as a component of operating income. Therefore, since the contingent consideration is not related to compensation for post-acquisition services but an element of the consideration transferred (seller financing), we determined that the subsequent activity is non-operating in nature. In the absence of direct guidance on the presentation of contingent consideration, the Company believes that judgment is necessary to determine the classification of its changes in contingent consideration. Further, because there is no direct guidance, we have disclosed such amounts on a separate line item on our Consolidated Statement Operations in order to be transparent where such amounts are recorded. Accordingly, the Company believes its policy to present contingent consideration as non-operating is reasonable and appropriate based on the factors above.

With respect to the nature of changes or assumptions related to the Engagement Solutions contingent consideration liability, the Company advises the Staff that one or more of three specific revenue growth thresholds that increase over time must be satisfied in order to earn the additional consideration. In the case of Engagement Solutions, the original expected revenue performance is anticipated to occur but not within the timeframes specified in the merger agreement.

If you do not submit properly completed election instructions to the Web Platform by the Election Deadline, then you will be deemed to have made no election and will therefore receive the CVR Consideration. If you wish to change a previously made election, you may change your election by simply signing back on to the Web Platform and changing your instructions, prior to the Election Deadline.

As a result of the First Merger (as defined in the Merger Agreement), each share of GRAIL Stock issued and outstanding immediately prior to the Effective Time (other than cancelled shares or dissenting shares) will be automatically converted into, at the holder’s election, the right to receive, in accordance with the terms of the Merger Agreement, either (i)the Cash Consideration, plus the Stock Consideration, plus one CVR issued by Illumina, subject to and in accordance with the CVR Agreement; or (ii)the Cash Consideration, plus the Stock Consideration, plus the Alternative Consideration. The Alternative Consideration, in the aggregate, will be determined as follows: (i)if the Average Illumina Stock Price is greater than or equal to $280, then the Aggregate Alternative Consideration shall be a number of shares of Illumina Common Stock equal to the quotient obtained by dividing (x) $850,000,000 by (y)the Average Illumina Stock Price; or (ii)if the Average Illumina Stock Price is less than $280, then the Aggregate Alternative Consideration shall be 3,035,714 shares of Illumina Common Stock. Therefore, the actual number and value of the shares delivered to GRAIL stockholders as the Alternative Consideration for each share of GRAIL Stock with respect to which a Non-CVR Consideration election is made will fluctuate depending on the Average Illumina Stock Price. The Average Illumina Stock Price may be greater than, less than or equal to the price of Illumina Common Stock as of the date of the Merger Agreement, the date of the Consent Solicitation Statement/ Prospectus, the date of this Prospectus Supplement or the Election Deadline, and the value of the Aggregate Alternative Consideration may be greater than, less than or equal to $850,000,000. Accordingly, GRAIL stockholders cannot be certain of the number or value of the shares of Illumina Common Stock to be delivered as the Alternative Consideration for each share of GRAIL Stock with respect to which a Non-CVR Consideration election is made upon consummation of the Transaction.

On September20, 2020, Illumina entered into the Merger Agreement to acquire GRAIL for $3.5billion in cash, plus the Aggregate Option Exercise Price of all GRAIL Stock Options, and $4.5billion in shares of Illumina Common Stock, subject to a collar, plus an option to receive CVRs or the Alternative Consideration. On February4, 2021, Illumina and GRAIL entered into an amendment to the Merger Agreement. The Transaction, which is expected to close in the second half of 2021, is subject to certain customary closing conditions, including the Company Stockholder Approvals (as defined in the Merger Agreement) and the receipt of required regulatory approvals.

subject, in the case of the Stock Consideration, to a collar of $295 to $399 and, in the case of the Alternative Consideration, to a floor of $280. Management performed a sensitivity analysis over the change in the fair value of the purchase price, exclusive of either the CVR or the Alternative Consideration. A change in the market price of Illumina Common Stock of +- 50% from the price of $492.55 would result in a purchase price $2.4billion higher or $1.6billion lower, which would have been reflected as an offsetting adjustment to goodwill in the unaudited pro forma condensed combined balance sheet.

If you hold certificates representing IMOS Shares, you will be sent a letter of transmittal, which is to be used to surrender your IMOS share certificates and to request that ChipMOS Taiwan ADSs be issued to you. The letter of transmittal will contain instructions explaining the procedure for surrendering IMOS share certificates in exchange for the Merger Consideration. YOU SHOULD NOT RETURN SHARE CERTIFICATES WITH THE ENCLOSED PROXY CARD. The ChipMOS Taiwan ADSs will be issued in uncertificated, book-entry form, unless a physical American Depositary Receipt (each, an “ADR”, and collectively, the “ADRs”) is requested.

This document serves as the proxy statement of IMOS in connection with the solicitation of proxies to obtain votes on a proposal to approve the Merger Agreement and the Bermuda Merger Agreement, the Merger and the other proposals described herein. This document is also a prospectus of ChipMOS Taiwan for purposes of the Securities Act in connection with the issuance of the ChipMOS Taiwan Shares represented by the ChipMOS Taiwan ADSs on the Merger Consideration. IMOS encourages you to read this proxy statement/prospectus carefully.

On November 16, 2015 and November 18, 2015, the IMOS Special Committee, the ChipMOS Taiwan Special Committee and representatives of Wells Fargo Securities and Credit Suisse held meetings in Hsinchu, Taiwan, to discuss the proposed merger consideration. During the November 18, 2015 meeting, the ChipMOS Taiwan Special Committee made a proposal to the IMOS Special Committee for merger consideration per IMOS Share of ChipMOS Taiwan ADSs representing 17.9157 ChipMOS Taiwan Shares (subject to share price update prior to the signing of definitive documents), plus US$3.73 in cash, subject to certain assumptions, including settlement of IMOS share options and share appreciation rights and a contribution by ChipMOS Taiwan of US$1.2 million in respect thereof.

On January 6, 2016, the IMOS Special Committee, the ChipMOS Taiwan Special Committee and their respective financial advisors met to discuss the proposed merger consideration. During that meeting, a merger consideration per IMOS Share of ChipMOS Taiwan ADSs representing 18.71 ChipMOS Taiwan Shares, plus US$3.88 in cash was proposed by the ChipMOS Taiwan Special Committee. This exchange ratio was revised from the ratio initially proposed in the letter dated September 17, 2015 due to changes in the relative trading values of IMOS Shares and ChipMOS Taiwan Shares. The increase in cash consideration was the result of negotiations between the IMOS Special Committee and the ChipMOS Taiwan Special Committee, taking into account (i) the net cash of IMOS, (ii) the reduction in the relative economic ownership of IMOS shareholders in ChipMOS Taiwan from 58.3% to 57.7%, and (iii) transaction premium based upon comparable transaction valuations, analyst target prices for IMOS, and takeover premiums for U.S.-listed technology companies. This proposal also assumed that IMOS would have sufficient cash at the Effective Time to settle all of the IMOS share options and share appreciation rights based on an assumed value of the ChipMOS Taiwan Shares (for purposes of calculating the Per Share Value used to settle the equity awards) of NT$32.35 (US$1.0), the closing price of the ChipMOS Taiwan Shares on the TWSE over the 30-calendar-day period ending December 31, 2015.

On October 9, 2015, Wells Fargo Securities delivered a presentation to the IMOS Special Committee discussing certain economic alternative structures to the proposed merger consideration. Wells Fargo Securities discussed how the composition of the proposed merger consideration would change (i.e. the mixture of stock and cash) at various assumed premiums and with various premium structures (i.e. cash vs. stock). Wells Fargo Securities also discussed an earnings per share accretion / dilution analysis for pro forma ChipMOS Taiwan post-merger, reviewed potential alternative treatments of stock appreciation rights / options and discussed potential strategic next steps in response to the ChipMOS Taiwan September 17, 2015 proposal.

On October 10 , 2015, Wells Fargo Securities delivered a presentation to the IMOS Special Committee discussing certain economic alternative structures to the proposed merger consideration. Wells Fargo Securities discussed how the composition of the proposed merger consideration would change (i.e. the mixture of stock and cash) at various assumed premiums, assuming the various premium were paid in cash. Wells Fargo Securities also reviewed the same potential strategic next steps in response to the ChipMOS Taiwan September 17, 2015 proposal as those discussed in the October 9, 2015 presentation.

The Diwan Opinion speaks only as of the date of opinion. The Diwan Opinion was directed to the ChipMOS Taiwan Special Committee and only to the fairness of the Merger Consideration. It does not address the underlying business decision of ChipMOS Taiwan to engage in the Merger and does not constitute recommendation as to whether or not any holder of IMOS Shares should vote in favor of the Merger at any shareholder meeting, or at all.

If an IMOS shareholder votes in favor of the Merger Agreement, the Bermuda Merger Agreement and the Merger at the Annual General Meeting of IMOS Shareholders, such shareholder will have no right to apply to the Bermuda Court to appraise the fair value of its shares, and instead, if the Merger is completed, and as discussed in “— Effects of the Merger”, “Merger Consideration”, “Rights of Dissenting Shareholders”, each IMOS Share held by such shareholder will be cancelled and, in exchange, each former holder of such cancelled IMOS Shares shall be entitled to receive the Merger Consideration. Voting against the Merger, or not voting, will not in itself satisfy the requirements for exercise of a IMOS’s shareholder’s right to apply for appraisal of the fair value of its IMOS Shares under Bermuda law.

ChipMOS Taiwan shall cause a sponsored ADR facility to be established with the Depositary Bank for the purpose of issuing the ChipMOS Taiwan ADSs. At or prior to the Effective Time, ChipMOS Taiwan shall cause the Depositary Bank to issue a number of ChipMOS Taiwan ADSs sufficient to constitute the Share Consideration. As promptly as practicable after the date of the Merger Agreement, and in any event prior to the Effective Time, ChipMOS Taiwan shall use its reasonable best efforts to cause the ChipMOS Taiwan Shares underlying the ChipMOS Taiwan ADSs to be admitted for trading on the TWSE and to cause the ChipMOS Taiwan ADSs to be approved for listing on NASDAQ.

Section 2.03. Conversion of IMOS Shares; Merger Consideration. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holders of IMOS Shares or ChipMOS Taiwan Shares, each IMOS Share issued and outstanding immediately prior to the Effective Time (i) shall be converted into the right to receive (x) a number of ChipMOS Taiwan ADSs equal to the Exchange Ratio (the “Share Consideration”), and (y) an amount in cash equal to US$3.71 (the “Cash Consideration”, and together with the Share Consideration, together with any cash in lieu of fractional ChipMOS Taiwan ADSs pursuant to ‎Section 2.09, the “Merger Consideration”), and (ii) shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and, subject to ‎Section 2.05, shall thereafter represent only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to ‎Section 2.04(f), in each case to be issued or paid in accordance with ‎Section 2.04, without interest. For the avoidance of doubt, the Share Consideration into which each IMOS Share issued and outstanding immediately prior to the Effective Time shall be converted pursuant to Section 2.03(a)(i)(x) is 0.9355 ChipMOS Taiwan ADS, representing 18.71 ChipMOS Taiwan Shares, subject to the application of Section 2.09 to any fractional ChipMOS Taiwan ADS to which any holder of IMOS Shares would otherwise be entitled to.

Section 7.04. Establishment of ADR Facility; Stock Exchange Listing. (a) ChipMOS Taiwan shall cause a sponsored American Depositary Receipt facility (the “ADR Facility”) to be established with the Depositary Bank for the purpose of issuing the ChipMOS Taiwan ADSs, including specifically and without limitation entering into a customary deposit agreement (the “Deposit Agreement”) with the Depositary Bank establishing the ADR Facility and filing with the SEC the Form F-6, to be effective as of the Effective Time. ChipMOS Taiwan shall consider in good faith the comments of IMOS on the Deposit Agreement, and the Deposit Agreement shall be subject to the approval of IMOS, such approval not to be unreasonably withheld. The material terms of the Deposit Agreement and the ChipMOS Taiwan ADSs shall be described in the Proxy Statement/Prospectus. At or prior to the Effective Time, ChipMOS Taiwan shall cause the Depositary Bank to issue a number of ChipMOS ADSs sufficient to constitute the Share Consideration. ChipMOS Taiwan shall use commercially reasonable efforts to cause the ChipMOS Taiwan ADSs to be eligible for settlement through the DTC.

Antero Midstream previously issued phantom units to its executive officers and other service providers under the AM LTIP, and IDR Holdings previously issued SeriesB Units to certain members of Antero Management under the IDR HoldingsLLC Agreement. At the effective time of the Merger, all awards of Antero Midstream phantom units that are outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be assumed by New AM and converted into restricted stock units or similar awards settled in New AM Common Stock based on a formula that utilizes the exchange rates of the Public Mixed Consideration. This assumption and conversion will occur irrespective of whether the LTIP Proposal is approved by AMGP Shareholders. For a discussion of what will happen to the SeriesB Units, see "SeriesB Exchange" below. For a more complete discussion of the treatment of Antero Midstream equity awards, see "Special Factors—Interests of Certain Persons in the Transactions—Treatment of Series B Units and Equity Awards Held by Antero Midstream Executives" beginning on page152 of this joint proxy statement/prospectus.

The Merger.Third, following the Conversion, Merger Sub will merge with and into Antero Midstream, with Antero Midstream surviving the Merger as a wholly owned subsidiary of NewCo. In exchange for each AMCommon Unit held, each AMPublic Unitholder will be entitled to receive, at its election and subject to proration, one of: (i)the Public Mixed Consideration, (ii)the Public Stock Consideration, or (iii)the Public Cash Consideration. In exchange for each AMCommon Unit held, Antero Resources will be entitled to receive, subject to certain adjustments (as described below), the ARMixed Consideration.

On April19, 2018, the AM Conflicts Committee received a letter from Mr.Clark, on behalf of the AR Special Committee, outlining the Water Earn-Out Proposal. On April20, 2018 and April25, 2018, the AM Conflicts Committee held telephonic meetings with representatives of Gibson Dunn and Tudor Pickering, respectively, to review and consider the terms of the Water Earn-Out Proposal. Following those discussions, the AM Conflicts Committee determined that negotiations with respect to the Water Earn-Out Proposal were premature, and that any such negotiations should take place as part of negotiations with respect to a broader transaction between Antero Midstream, on the one hand, and AMGP and/or Antero Resources, on the other hand. The AM Conflicts Committee then requested that Gibson Dunn prepare a response to the AR Special Committee for their consideration. On April26, 2018, Mr.Peters communicated the AM Conflicts Committee's position with respect to the Water Earn-Out Proposal to Mr.Clark by email. In light of Mr.Peters' response, the AR Special Committee determined not to pursue the acceleration of the Water Earn-Out at that time, but instead would consider whether to revive the Water Earn-Out Proposal if a broader transaction were to be proposed by one of the other committees.

On July31, 2018, the AMGP Conflicts Committee held a telephonic meeting with all of its advisors to refine and approve the terms of counterproposal letters to send to the AM Conflicts Committee and the AR Special Committee. There was discussion with the AMGP Conflicts Committee's legal advisors regarding preliminary terms of the draft legal documentation for the Potential Simplification subject to negotiation by the parties, and legal aspects of the proposed fixed exchange ratio and cash consideration. The AMGP Conflicts Committee directed its legal advisors to provide comments to the draft legal documentation to V&E. Following discussion, the AMGP Conflicts Committee determined to respond to the AM Conflicts Committee and the AR Special Committee to propose that the respective financial advisors of each committee engage in discussions to clarify and synthesize each committee's proposals and perspectives.

extinguishment of debt, gain or loss on sale of assets, equity in earnings or loss of Antero Midstream and gain or loss on changes in the fair value of contingent acquisition consideration. Stand-Alone Adjusted EBITDAX also includes distributions received from limited partner interests in Antero Midstream common units.

Tudor Pickering calculated after-tax implied value reference ranges of shares of New AM Common Stock pro forma for the Transactions by discounting estimated dividends to New AM Stockholders as of December31, 2018 based on the Forecasts. Tudor Pickering applied an equity discount rate of 10.0% and terminal dividend yields ranging from 5.0% to 7.0% to the estimated 2022 dividends for AMGP based on the Forecasts and adjusted the resulting per share value reference ranges by the tax-adjusted exchange ratio provided for in the Transactions of 1.6651x with respect to the Disinterested AM Unitholders. The tax-adjusted exchange ratio of 1.6651x was calculated based on the base equity component of 1.635x plus an estimate of the net cash consideration after payment of taxes of $0.53 per AM Common Unit (calculated based on gross cash consideration of $3.415 minus $2.89 of estimated taxes payable), converted to an equity equivalent of 0.0301x additional consideration. The dividend analysis for New AM pro forma for the Transactions resulted in adjusted after-tax implied value reference ranges per share of New AM Common Stock of $34.02 to $42.79 based on the downside case and $39.45 to $50.11 based on the base case, as compared to the after-tax implied value reference ranges for AMGP Common Shares indicated by the distribution analysis with respect thereto (using terminal distribution yields ranging from 6.0% to 8.0%) of $30.84 to $37.75 based on the downside case and $35.81 to $44.10 based on the base case.

Baird's opinion was prepared at the request, and provided for the information, of the members of the AR Special Committee (solely in their capacity as such), in connection with their evaluation of the Merger and addresses only the fairness, from a financial point of view, to Antero Resources and the unaffiliated stockholders of Antero Resources of the AR Mixed Consideration to be received by Antero Resources in the Merger. Baird was not asked to express, and in its opinion does not express, any opinion with respect to any of the other financial or non-financial terms, conditions, determinations or actions with respect to the Merger, including the fairness of the Merger Consideration to be received by any AM Unitholder other than Antero Resources. Further, Baird was not asked to express, and in its opinion does not express, any opinion with respect to the individual shares of New AM Common Stock and/or cash components, or the relative proportional amounts thereof, of the AR Mixed Consideration. Baird's opinion also does not address the relative merits or risks of: (1)the Merger, the Simplification Agreement or any other agreements or other matters provided for, or contemplated by, the Merger, the Simplification Agreement, or any tax strategy implemented or contemplated pursuant to the Merger; (2)any other transactions that may be or might have been available as an alternative to the Merger; or (3)the Merger compared to any other potential alternative transactions or business strategies considered by Antero Resources, Antero Midstream, AMGP, New AM, the AR Special Committee or the AR Board and, accordingly, Baird has relied upon its discussions with the management of Antero Resources, Antero Midstream and AMGP with respect to the availability and consequences of any alternatives to the Merger. Baird was not engaged or requested to provide, and has not provided, any advice concerning the advisability of entering into the Merger, and Baird was not involved in assisting AMGP in obtaining any financing for the Transactions. Baird's opinion does not constitute a recommendation to the AR Special Committee, the AR Board or any other person as to how any such person should act with respect to the Merger. The summary of the Baird opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as AnnexD.

Baird analyzed and reviewed the pro forma impact of the proposed transaction on the current and future financial performance of New AM using projected estimates for calendar years 2019 through 2022. Baird's analysis assumed that each AM Common Unit held by Antero Resources would be exchanged for the AR Mixed Consideration. The results of Baird's selected pro forma merger consequences analysis are summarized below. Baird provided the AR Special Committee the selected pro forma merger consequences analysis for reference purposes only and did not rely upon it for valuation purposes.

All of the issued and outstanding limited liability company interests of Merger Sub held by NewCo will be converted into a number of AM Common Units (following the Transactions) equal to the number of AM Common Units issued and outstanding immediately prior to the effective time of the Merger that are exchanged as part of the Merger Consideration. Following the completion of the Transactions, NewCo will be a wholly owned subsidiary of AMGP and IDR Holdings will be an indirect, wholly owned subsidiary of New AM, and NewCo and IDR Holdings will own all of the limited partner interests in Antero Midstream as the surviving entity of the Merger.

AM Unitholders may elect to receive the Public Cash Consideration, Public Stock Consideration or Public Mixed Consideration by the Election Deadline. During the time between the Election Deadline and the consummation of the Merger, AM Unitholders will not be able to transfer (including by sale) their AM Common Units for which a properly completed election form has been submitted. The Simplification Agreement provides that, unless otherwise designated on the form of election, the Election Deadline will be 5:00p.m., New York City time, on the later of the twentieth day following the mailing of the form of election and ten days prior to the anticipated closing date of the Transactions, or such other time as mutually agreed by AMGP and Antero Midstream. As a result, AM Unitholders will not be able to transfer (including by sale) their AM Common Units for which a properly completed election form has been submitted for the period between the Election Deadline and the effective time of the Merger. AM Unitholders who wish to retain the ability to transfer their AM Common Units between the Election Deadline and the consummation of the Merger should not return the election form. However, by not returning an election form prior to the Election Deadline an AM Unitholder is giving up the choice to elect his or her preferred form of consideration and will instead receive the Public Mixed Consideration. Furthermore, even if AM Unitholders do not return the election form, they may be unable to transfer (including by sale) all or some of their shares as all shares of AM Common Units for which an election has been validly made will no longer be transferable after the Election Deadline and as a result there may not be a trading market that will provide AM Unitholders with adequate liquidity to make the desired transfer.

On October31, 2018, Antero Midstream amended its revolving credit facility to, among other things, increase the borrowing capacity thereunder from $1.5billion to $2.0billion. Antero Midstream currently expects that it will incur approximately $598million of new indebtedness under its revolving credit facility to fund the cash portion of the Merger Consideration. AMGP expects to pay off its $12million credit facility in full and terminate such facility prior to the completion of the Transactions.

The transactions pursuant to the foregoing sentence of this Section2.3(a) are hereinafter referred to as the "AMLPGP Merger." The AMLPGP Merger is conditioned upon, immediately prior to the AMLPGP Merger, (i)AMGPGP obtaining an opinion of counsel in compliance with Section14.3 of the AMGP Partnership Agreement and (ii)AMGP obtaining an opinion of counsel in compliance with Section4.6 of the AMLP Partnership Agreement. By virtue of the AMLPGP Merger, (i)AMGP shall be admitted as the general partner of AMLP in accordance with Section10.2 of the AMLP Partnership Agreement without any action required on the part of AMGP, AMGPGP, AMLP or the holders of AMLP Common Units and AMLP shall continue without dissolution and (ii)the limited liability company interests in AMLPGP shall be canceled for no consideration. In the event AMLP elects to effect the AMLPGP Merger, the AMLPGP Merger shall be conducted in accordance with and shall have the effects set forth in this Agreement and the applicable provisions of the DRULPA and DLLCA.

2.5Issuance of AMGP Preferred Stock.After the Conversion Effective Time but prior to the Closing, (i)AMGP Corp shall contribute up to $120.00 (and in no event less than $100.00) of cash to Preferred Co, (ii)AMGP Corp shall issue up to 12,000 shares (and in no event less than 10,000 shares) of SeriesA Non-Voting Perpetual Preferred Stock, par value $0.01 (the "AMGP Preferred Stock") to Preferred Co for consideration of $0.01 per share (the "Preferred Stock Issuance") and (iii)Preferred Co shall transfer such AMGP Preferred Stock to the Antero Foundation for no consideration. In connection with the creation of the AMGP Preferred Stock, the Board of Directors of AMGP Corp shall adopt and authorize the filing of the Certificate of Designations substantially in the form attached hereto as ExhibitH (the "Certificate of Designations").

(c)The shares of AMGP Common Stock to be paid as consideration under Section3.1(a) and Section3.1(b) are hereinafter referred to as the "Stock Consideration," and the cash to be paid as consideration under Section3.1(a) and Section3.1(b) is hereinafter referred to as the "Cash Consideration." It is the intent of the Parties that the aggregate Merger Consideration to be paid in connection with the Merger would be the amount if all holders of Public Eligible Units elected to receive the Public Mixed Election Consideration with respect to each Public Eligible Unit held and the holder of the AR Eligible Units elected to receive the AR Mixed Election Consideration with respect to each AR Eligible Unit held.

4.10Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with ArticleIX, the issued and outstanding AMLP Common Units or the issued and outstanding AMGP Common Shares, shall have been changed into a different number of units or securities or a different class by reason of any reclassification, unit or share split (including a reverse unit or share split), unit or share distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a distribution paid in units or shares with a record date within such period shall have been declared, then the Merger Consideration shall be equitably adjusted to provide the holders of AMLP Common Units and AMGP Common Shares the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Merger Consideration. Nothing in this Section4.10 shall be construed to permit AMGP or AMLP to take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement.

No.You may specify the number of Common Units with respect to which you desire to receive the Public Mixed Consideration, the Public Stock Consideration or the Public Cash Consideration. For any Common Units held by you that are not covered by a validly submitted Election Form, you will be deemed to have made an election to receive the Public Mixed Consideration with respect to all such Common Units and will receive, for each such Common Unit, $3.415 in cash without interest and 1.6350 shares of New AM Common Stock.

Section 2.11.Adjustment of the Merger Consideration.(a)As soon as practicable (but in any event within five Business Days) after the final determination of the Final Amounts, the Equityholders’ Representative shall deliver to Purchaser an updated Allocation Schedule, which shall be updated solely to reflect the determination of the Final Amounts and shall otherwise include the same calculations and follow the same methodologies set forth on the initial Allocation Schedule.Such updated Allocation Schedule shall also include a calculation of the Per Share Adjustment Consideration and the Per Share Escrow Release Amount, as applicable.

(ii)If (x)the Final Adjustment Amount exceeds (y) the Estimated Adjustment Amount (the amount of such excess, the “Underpayment Amount”), then Purchaser shall pay, or cause to be paid, to the Payments Administrator, for the benefit of the Equityholders entitled thereto, an amount in cash, without interest, equal to the Underpayment Amount, and promptly after receipt by the Payments Administrator, Purchaser and the Equityholders’ Representative will instruct the Payments Administrator to pay such amounts to the Equityholders entitled thereto in accordance with their respective Per Share Adjustment Consideration.Notwithstanding anything to the contrary herein, Purchaser shall not be required to make any payment pursuant to this Section 2.11(b)(ii) until the Equityholders’ Representative delivers to Purchaser an updated Allocation Schedule reflecting the Underpayment Amount and the Per Share Adjustment Consideration.

(iii)Formof Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1)cash, (2)check, (3)other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised, and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion, (4)consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (5)by net exercise, (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (7)any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(c)Notwithstanding Section13(a), the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant to transfer an Award, other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonstatutory Stock Option), to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (i)an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A)to another Permitted Transferee of the applicable Participant or (B)by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO; (ii)an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award to any person other than another Permitted Transferee of the applicable Participant); (iii)the Participant (or transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation, documents to (A)confirm the status of the transferee as a Permitted Transferee, (B)satisfy any requirements for an exemption for the transfer under Applicable Law and (C)evidence the transfer; and (iv)the transfer of an Award to a Permitted Transferee shall be without consideration. In addition, and further notwithstanding Section13(a), hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Code Section671 and other Applicable Law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.

If the mergers are completed, each share of Stewart common stock outstanding immediately prior to the effective time of the merger (other than shares owned by Stewart, its subsidiaries, FNF or the Merger Subs and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law) will be converted into, at the election of the holder of such share, subject to proration and adjustment (as described below), either (i)$50.00 in cash (the "cash election consideration"), (ii)1.2850 shares of FNF common stock (the "stock election consideration") or (iii)$25.00 in cash and 0.6425 shares of FNF common stock (the "mixed election consideration"). Holders of Stewart common stock who do not make an election will receive the mixed election consideration. Your right to elect to receive the cash election consideration, the stock election consideration or the mixed election consideration is subject to proration as described in the section entitled "The Mergers—Procedures for Election—Proration Procedures".

APPRAISAL RIGHTS Stockholders of Stewart who do not vote in favor of the approval and adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the mergers are completed, but only if they submit a written demand for appraisal to Stewart before the vote is taken on the merger agreement and they comply with all requirements of Section262 of the Delaware General Corporation Law as in effect on March18, 2018, the date of the parties' entry into the merger agreement, the text of which section can be found in AnnexC to the accompanying proxy statement/prospectus and the requirements of which section are summarized in the accompanying proxy statement/prospectus beginning on pageC-1. Stockholders who do not vote in favor of the merger agreement proposal who submit a written demand for such an appraisal prior to the vote on the merger agreement proposal and who comply with the other procedures set forth in Section262 of the Delaware General Corporation Law will not receive the merger consideration. YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.

If the mergers are completed, each share of Stewart common stock will be converted into the right to receive either $50.00 in cash, 1.2850 shares of FNF common stock or $25.00 in cash and 0.6425 shares of FNF common stock (subject to the adjustment and proration procedures described in further detail in the sections entitled "The Merger Agreement—Merger Consideration" and "The Mergers—Procedures for Election"). During the pendency of the mergers, the market value of FNF common stock will fluctuate, and decreases in the market value of FNF common stock will negatively affect the value of the merger consideration that Stewart stockholders receive. The market value of Stewart common stock will also fluctuate during the pendency of the mergers, and increases in the market value of Stewart common stock may mean that the merger consideration issued to Stewart common stockholders will be worth less than the market value of the shares of Stewart common stock such stockholders are exchanging. The exchange ratio was fixed at the time the merger agreement was executed, and the value of FNF and Stewart stock may vary significantly from their values on the date of the merger agreement, the date of this proxy statement/prospectus, the date on which Stewart stockholders vote on the merger agreement, the date on which Stewart stockholders make their election and the date on which Stewart stockholders receive the merger consideration. Neither Stewart nor FNF is permitted to terminate the merger agreement solely due to changes in the market price of either party's common stock.

On December12, 2017, representatives of Weil submitted a revised draft regulatory undertaking term sheet to representatives of Davis Polk setting forth certain revised proposed terms of the draft merger agreement to be entered into between Stewart and FNF in connection with a potential transaction. The term sheet included a revised proposed methodology for measuring the revenues of any of the businesses that are required to be divested in order to secure required regulatory approvals for the purposes of adjusting the merger consideration. The term sheet also proposed that FNF would be required to pay a reverse termination fee in an amount equal to 3.0% of the equity value of the transaction in the event that the merger agreement was terminated as a result of the failure to receive Hart-Scott-Rodino antitrust approval or any state regulatory approval, other than where such failure was related to any actual or alleged anticompetitive effect or lessening of or other effect on competition of the proposed transaction. This term sheet also proposed that FNF would be required to divest up to $200million in annual revenues, with the purchase price to be adjusted downwards on a sliding scale in the event that FNF was required to divest in excess of $75million in annual revenue from $50.00 per share to $46.00 per share, and that FNF would be permitted to terminate the merger agreement in the event that FNF was required to divest in excess of $200million in annual revenue without payment of a reverse termination fee.

alternative business strategies that might exist for Stewart or the effect of any other transaction in which Stewart might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the mergers, including whether such stockholder should elect to receive the cash election consideration, the stock election consideration and/or the mixed election consideration. The following is a summary of Citi's opinion.

(c)Each holder of shares of Company Common Stock who properly made and did not revoke a Mixed Election, Cash Election or a Stock Election shall be entitled to receive, upon (i)surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, 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 applicable Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, any dividends or other distributions payable pursuant to Section2.04(h) and cash in lieu of any fractional shares of Company Common Stock payable pursuant to Section2.07, and the Certificate so surrendered shall forthwith be cancelled. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the applicable Merger Consideration. Each holder of a Certificate representing Non-Electing Shares, upon surrender of such Certificate (or affidavit of loss in lieu thereof as provided in Section2.11) to the Exchange Agent in accordance with the terms of such transmittal materials, shall be entitled to receive in exchange therefor the Mixed Election Consideration for each Non-Electing Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section2.04(h) and cash in lieu of any fractional shares of Company Common Stock pursuant to Section2.07, and the Certificate so surrendered shall forthwith be cancelled.

1. Time in which to Make an Election. To be effective, a properly completed Election Formmust be received by the Exchange Agent, no later than 5:00 p.m., Eastern time, on the business day that is two trading days prior to the date of the closing of the Mergers, or such other date and time as FNF will publicly announce with the consent of Stewart (the “Election Deadline”). The Election Deadline is based on the closing of the Mergers, which, as of the date of the mailing of this Election Form, remains subject to various conditions, including, among other things, the receipt of certain required antitrust and insurance regulatory filings/approvals as provided for in the Merger Agreement. There can be no assurance as to the timing of the closing of the Mergers or as to whether the required antitrust and insurance regulatory filings/approvals will be received. The Election Deadline and any extensions of the Election Deadline will be publicly announced by FNF in a press release, on FNF and Stewart’s websites and in filings by FNF and Stewart with the SEC at least five business days prior to the anticipated date of the closing of the Mergers. Holders of shares of Stewart common stock who hold such shares in certificated form must also include with their completed Election Formthe certificate(s)representing all their shares of Stewart common stock to which the Election Formrelates. Holders of shares of Stewart common stock who hold such shares in electronic, book-entry form do not need to include any certificate(s)and simply need to return a completed Election Form. Holders of shares of Stewart common stock who do not properly and timely make an election as provided in the preceding sentences or who properly and timely revoke a prior election without making a new election will be considered a Non-Electing Stockholder and will have their shares of Stewart common stock converted into the right to receive the Mixed Election Consideration. (See Instruction A.7 below.) You understand and acknowledge that you will not receive the merger consideration unless and until the Mergers are complete and the Exchange Agent has received from you all necessary documentation.

will be entitled to receive the Mixed Election Consideration. If you fail to make a valid election for any reason, you will be deemed to be a Non-Electing Stockholder and will receive the Mixed Election Consideration with respect to your shares of Stewart common stock.

If you are the record holder of your shares of Stewart common stock, after receiving the proper documentation from you and determining the proper allocations of Cash Election Consideration and Stock Election Consideration to be paid or issued to Stewart stockholders, the Exchange Agent will forward to you a bank check for the cash to which you are entitled, less all applicable tax withholdings and, for any FNF common stock to which you are entitled, the Exchange Agent will provide you with a Continental account number, credit your account with the appropriate number of book-entry shares and mail you a Direct Registration Statement, in each case, shortly after closing. If your shares of Stewart common stock are held in “street name” by your bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee as to how to submit an Election Formand how to effect the surrender of your “street name” shares in order to receive the applicable consideration for those shares. Please contact your nominee for information on how you will receive the merger consideration. In lieu of any fractional shares of FNF common stock or warrants to which you would otherwise be entitled in connection with the Mergers, you will receive cash. No interest will be paid or accrued on any cash amounts received as consideration in the Mergers or in lieu of any fractional shares.

This mailing also contains a Letter of Transmittal for your use in surrendering and cancelling in exchange for the Merger Consideration any GGP shares that you hold as of the effective time of the Merger and for which you have not properly demanded and perfected your appraisal rights. Regardless of whether you have properly demanded and intend to perfect your appraisal rights in the Transactions, you may complete this Election Form and will be entitled to receive the Pre-Closing Dividend if you are otherwise eligible to receive the Pre-Closing Dividend in accordance with the terms of the Merger Agreement. Appraisal is only available with respect to the Merger Consideration. Please refer to the section of the Joint Proxy Statement/Prospectus entitled “Appraisal Rights in the Merger” for additional information regarding your appraisal rights.

Yes, on the Election Form you may elect to receive mixed consideration and designate the number of GGP shares for which you elect to receive the Cash Consideration. You will be deemed to have made an election to receive Equity Consideration with respect to the remainder of your GGP shares.

Regardless of whether you elect to receive in the Pre-Closing Dividend the Cash Consideration or the Equity Consideration for each GGP share that you own as of the Pre-Closing Dividend Record Date, your election is subject to proration, adjustment and certain limitations as set forth in the Merger Agreement and the Joint Proxy Statement/Prospectus. If you make an election for the Equity Consideration and the election for the Equity Consideration is oversubscribed, then you will receive a portion of the Pre-Closing Dividend in Cash Consideration. Similarly, if you make an election for the Cash Consideration and the election for the Cash Consideration is oversubscribed, then you will receive a portion of the Pre-Closing Dividend in Equity Consideration in the form of, subject to your election, either BPR ClassA Stock or BPY Units. Accordingly, you may not receive, and likely will not receive, exactly the form of the Pre-Closing Dividend that you elect to receive.

If you are the record holder of your GGP shares, after receiving the proper documentation from you and determining the proper amounts of cash to be paid to GGP common stockholders in connection with the Merger (the “Merger Consideration”), the Exchange Agent will forward to you a bank check for the cash to which you are entitled. Your GGP shares that have been issued through GGP’s direct registration service program, an electronic, book-entry system that records share ownership in place of traditional share certificates, still require you to complete and deliver this Letter of Transmittal even if you do not have certificates to surrender in order to receive the Merger Consideration. If your GGP shares are held in “street name” by your bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee as to how to effect the surrender of your “street name” shares in order to receive the Merger Consideration for those shares in the Merger. Please contact your nominee for information on how you will receive the Merger Consideration.

1.Method of Delivery: Your old certificate(s) and the Letter of Transmittal must be sent or delivered to American Stock Transfer& Trust Company, LLC (the “Exchange Agent”). Do not send your certificates to GGP or BPY. The method of delivery of certificate(s) and all other required documents is at the election and risk of the owner. If you elect to send them by mail, it is recommended that you send them by certified or registered mail with return receipt requested. Delivery will be deemed effective and risk of lossand title will pass from the owner only when received by the Exchange Agent. If you submit this Letter of Transmittal by facsimile, you must also send or deliver your certificate(s) in order to receive the Merger Consideration. If the certificate(s) are sent by mail, registered mail with return receipt requested and proper insurance is suggested.

received by any AM Unitholder other than Antero Resources. Further, Baird was not asked to express, and in its opinion does not express, any opinion with respect to the individual shares of New AM Common Stock and/or cash components, or the relative proportional amounts thereof, of the AR Mixed Consideration. Baird's opinion also does not address the relative merits or risks of: (1)the Merger, the Simplification Agreement or any other agreements or other matters provided for, or contemplated by, the Merger, the Simplification Agreement, or any tax strategy implemented or contemplated pursuant to the Merger; (2)any other transactions that may be or might have been available as an alternative to the Merger; or (3)the Merger compared to any other potential alternative transactions or business strategies considered by Antero Resources, Antero Midstream, AMGP, New AM, the AR Special Committee or the AR Board and, accordingly, Baird has relied upon its discussions with the management of Antero Resources, Antero Midstream and AMGP with respect to the availability and consequences of any alternatives to the Merger. Baird was not engaged or requested to provide, and has not provided, any advice concerning the advisability of entering into the Merger, and Baird was not involved in assisting AMGP in obtaining any financing for the Transactions. Baird's opinion does not constitute a recommendation to the AR Special Committee, the AR Board or any other person as to how any such person should act with respect to the Merger. The summary of the Baird opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as AnnexE.

Baird's opinion was only one of many factors considered by the AR Special Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the members of the AR Special Committee with respect to the Merger or the AR Mixed Consideration. The following is a brief summary of the material analyses performed by Baird in connection with the rendering of its opinion dated October8, 2018. The following summary, however, does not purport to be a complete description of the analyses performed by Baird. The order of the analyses described and the results of these analyses do not represent the relative importance or weight given to these analyses by Baird. Baird, based on its experience and professional judgment, made qualitative conclusions as to the relevance and significance of each analysis and factor considered by it.

(2) Without changing the total fees payable by borrowers for loans arranged through Niwodai platform from November1, 2019, and based on the rates charged by Party A and Party B to the borrowers respectively on December31, 2018 (the “Base Date”), the remaining amount of the equity transfer consideration shall be paid by Party B to Party A through reducing the platform service fee to be received by Party B and at the same time increasing the post-lending service fee to be received by Party A under the Credit Counselling and Management Service Agreement among Party B, Party A and the borrowers. Such reduction/increase shall be made to the first phase service fee for such loan, and the reduction/increase rate shall be determined at a certain percentage of the rate of the first phase post-lending service fee to be received by Party A on the Base Date (i.e. reduced/increased fee = rate of the first phase post-lending service fee of the Base Date x A%). If the amount of fee reduced by Party B is not equal to that increased by Party A, the amount increased by Party A shall prevail. The percentage (A%) from the execution date hereof to December 2019 shall be determined by Party A and Party B on the execution date of this Agreement, and subsequently by Party A and Party B on the first day of each quarter. In principle, the percentage shall not be more than 100%. If Party A cannot recover the increased part of post-lending service fee due to the default of the borrower, the loss arising therefrom shall be borne by Party B, and such part shall not be offset against the equity consideration payable by Party B but recognized as outstanding equity consideration. The calculation thereof is cumulative and payment of the equity consideration shall be deemed completed until it is fully offset. If the equity consideration has not been fully offset as of the termination of Party A’s and Party B’s Niwodai platform online lending businesses, Party B shall continue to perform the obligation to pay the remaining equity consideration to Party A, and the payment method will be separately negotiated and agreed by Party A and Party B in a written supplementary agreement.

Pursuant to the Merger Agreement, Navios Acquisition will use reasonable efforts to cause the Navios Acquisition Series E Preferred Stock to be approved for listing on the NYSE. No listing of the Navios Acquisition Series E Preferred Stock will occur if either (i)the listing is not permitted by the NYSE or (ii)holders of 50% or fewer of the Navios Midstream Public Units elect (or are deemed to have elected) to receive Preferred Stock Consideration. Even if the Navios Acquisition Series E Preferred Stock is listed on the NYSE, trading liquidity for the Navios Acquisition Series E Preferred Stock may be lower than that of Navios Acquisition Common Stock.

Each holder of Navios Midstream Public Units will be mailed an Election Form to make an election whether to receive, with respect to each Navios Midstream Public Unit, either the Common Stock Consideration or the Preferred Stock Consideration. For each Navios Midstream Public Unit in respect of which no election is made by the holder thereof (or in respect of which a properly completed Election Form is not submitted), the holder will be deemed to have elected to receive the form of consideration (i.e., Common Stock Consideration or the Preferred Stock Consideration) elected by the majority of Navios Midstream Public Units for which proper elections are made.

On October5, 2018, Mr.Kalafatides, Latham and Piper Jaffray met telephonically to discuss Navios Acquisition’s revised draft of the Merger Agreement, in which, among other things, Navios Acquisition had agreed to covenant to provide a written consent to approve the Merger rather than providing its vote in favor of the Merger at a Navios Midstream Unitholder meeting. The participants discussed the fact that Navios Acquisition had removed all references to disclosure schedules, indicating that the representations and warranties of Navios Acquisition as drafted in the agreement were accurate. The participants also discussed whether it would be appropriate to seek to restrict Navios Acquisition’s ability to issue debt and equity securities in the time period between signing the Merger Agreement and consummating the Merger as a means of preserving the value to be received by holders of Navios Midstream Public Units as Merger Consideration. Mr.Kalafatides, Piper Jaffray and Latham also discussed the Navios Midstream Conflicts Committee’s desire to preserve the level of distributions to be received by holders of Navios Midstream Public Units for the quarter ended September30, 2018 and for future quarters, if possible. Because Navios Acquisition controlled the majority of the Navios Midstream Board, the Navios Midstream Conflicts Committee sought protections for such distributions in the Merger Agreement. The Navios Midstream Conflicts Committee decided that, in light of the expected timeframe between signing and closing, it would be appropriate to provide only that the distribution for the quarter ended September30, 2018 would not be less than the distribution declared for the quarter ended June30, 2018. Mr.Kalafatides also determined to accept the reciprocal expense reimbursement provision not to exceed $1million in the event the transaction were to fail to be consummated as a result of the other party having breached the Merger Agreement. After discussing these provisions, Mr.Kalafatides instructed Latham to send a revised draft Merger Agreement and Certificate of Designations to Navios Acquisition and Fried Frank.

Piper Jaffray’s opinion was prepared at the request, and provided for the information, of the members of the Navios Midstream Conflicts Committee (solely in their capacity as such), in connection with their evaluation of the Merger and addresses only the fairness,from a financial point of view, to Navios Midstream and the holders of Navios Midstream Common Units (other than Navios Acquisition and its affiliates) of the Preferred Stock Consideration contemplated by the Merger Agreement and does not address any other term or agreement relating to the Merger. Piper Jaffray was not requested to opine as to, and this opinion does not address, the Common Stock Consideration, the mechanics of the Election, the basic business decision to proceed with or effect the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to Navios Midstream, the probability of closing any or all of the transactions contemplated by the Merger Agreement, the relative fairness of the Common Stock Consideration as compared to the Preferred Stock Consideration, the allocation of the Preferred Stock Consideration or Common Stock Consideration among the holders of Navios Midstream Common Units based on the Election or the transaction structure, or the fairness of the terms of the transaction to any creditor or other constituency of Navios Midstream. In addition, this opinion does not address in any manner the prices at which the Preferred Stock or Common Stock will trade following announcement or consummation of the Merger or at any time and Piper Jaffray expresses no opinion or recommendation whether the holders of Navios Midstream Public Units should elect the Preferred Stock Consideration or Common Stock Consideration. In rendering this opinion, Piper Jaffray has assumed that all holders of Navios Midstream Common Units elect the Preferred Stock Consideration and no shares of Navios Acquisition Common Stock are issued in the Merger, and expresses no opinion as to the fairness of the Common Stock Consideration to any holder of Navios Midstream Common Units. The summary of the Piper Jaffray opinion set forth herein is qualified in its entirety by reference to the full text of the opinion attached hereto as Annex C.

Piper Jaffray’s opinion necessarily was based upon economic, monetary and market conditions as they existed and could be evaluated on the date of the opinion, and does not predict or take into account any changes which may occur, or information which may become available, after that date. Furthermore, Piper Jaffray expressed no opinion as to the price or trading range at which any of Navios Midstream’s and Navios Acquisition’s securities (including Navios Midstream Common Units and Navios Acquisition Common Stock) will trade following the date of the opinion or as to the effect of the Merger on such price or trading range, or any earnings or ownership dilutive impact, if any, that may result from the issuance of Navios Acquisition Common Stock upon conversion of the Preferred Stock Consideration. Such price and trading range may be affected by a number of factors, including but not limited to (i)dispositions of Navios Midstream Common Units and Navios Acquisition Common Stock by stockholders and unitholders within a short period of time after, or other market effects resulting from, the announcement and/or effective date of the Merger, (ii)changes in prevailing interest rates and other factors which generally influence the price of securities, (iii)adverse changes in the current capital markets, (iv)the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of Navios Midstream or Navios Acquisition or in Navios Midstream’s or Navios Acquisition’s industries, (v)adverse changes in oil, natural gas, natural gas liquids or other commodity prices, (vi)any necessary actions by, or restrictions of, federal, state or other governmental agencies or regulatory authorities and (vii)timely completion of the Merger on terms and conditions that are acceptable to each party.

Piper Jaffray’s opinion was only one of many factors considered by the Navios Midstream Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the members of the Navios Midstream Conflicts Committee with respect to the Merger, the Preferred Stock Consideration or the Common Stock Consideration. Set forth below is a summary of the material financial analyses reviewed by Piper Jaffray with the Navios Midstream Conflicts Committee on October7, 2018, in connection with the rendering of its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Piper Jaffray. The order of the analyses described and the results of these analyses do not represent the relative importance or weight given to these analyses by Piper Jaffray. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before October7, 2018, and is not necessarily indicative of subsequent or current market conditions.

• There is a risk that the expected liquidity for holders of Navios Acquisition Common Stock may not be realized in the immediate term, especially if a sufficient number of holders of Navios Midstream Public Units elect to receive the Preferred Stock Consideration rather than the Common Stock Consideration. Additionally, there is a risk that the other potential benefits sought in the Merger might not be fully realized.

Table of Contents such Holder to receive the Merger Consideration and any dividends or distributions payable pursuant to Section2.2(c) or Section2.2(d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of NAP or its transfer agent of NAP Certificates or Book-Entry NAP Common Units (provided, however, that the foregoing shall not restrict the transfer of any NAP Partnership Interest other than the NAP Public Units after the Effective Time); and if such NAP Certificates or Book-Entry NAP Common Units are presented to NAP or its transfer agent for transfer, they shall be canceled against delivery of the appropriate Merger Consideration and any dividends or distributions payable pursuant to Section2.2(c) or Section2.2(d) as hereinabove provided. Until Surrendered as contemplated by this Section2.2(b) or in connection with an Election made pursuant to Section2.3, each NAP Certificate or Book-Entry NAP Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such Surrender the appropriate Merger Consideration. No interest will be paid or will accrue on any dividends or distributions payable pursuant to Section2.2(c) or Section2.2(d).

SECTION 8.4 Binding Effect; No Third-Party Beneficiaries; and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder, except (i)as provided in Section5.8 and (ii)for the right of the Holders of NAP Common Units to receive the Merger Consideration. No party hereto may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether by operation of law or otherwise). Any attempted assignment, transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.

Subject to the terms of our loan agreements, we could elect to fund any future acquisitions with equity or debt or cash on hand or a combination of these forms of consideration. Any debt incurred for this purpose could make us more leveraged and increase our debt service obligations or could subject us to additional operational or financial restrictive covenants.

In June 2015, Navios Midstream exercised its option to acquire the shares of the vessel-owning subsidiaries of the Nave Celeste and the C. Dream from Navios Acquisition for an aggregate purchase price of $100,000. The aggregate purchase price consisted of 1,592,920 subordinated Series A Units, issued to Navios Acquisition, and $73,000 cash consideration. The rights and terms of the subordinated Series A Units are substantially similar to those of the subordinated units in terms of rights such as voting and distributions; provided, however, the subordinated Series A Units are senior in preference in liquidation to the subordinated units and unlike the subordinated units that convert at the end of the subordination period (as such period is determined pursuant to the partnership agreement), all of the outstanding subordinated Series A Units will automatically convert into common units on a one-for-one basis on the earlier of (i)June18, 2018, or (ii)the Liquidation Date, as defined in the partnership agreement.

Failure to provide the information on the form may subject the surrendering unitholder to 24% federal income tax withholding on the payment of any Common Stock Consideration or Preferred Stock Consideration. The surrendering unitholder must write “applied for” in the space for the TIN if a TIN has not been issued and the unitholder has applied for a number or intends to apply for a number in the near future. If a unitholder has applied for a TIN and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent will withhold 24% on the Common Stock Consideration or the Preferred Stock Consideration due to such surrendering unitholder. Please review the enclosed IRS FormW-9 instructions for additional details of what TIN to give the Exchange Agent.

No. You may specify the number of Navios Midstream Public Units with respect to which you desire to receive the Common Stock Consideration and the number of Navios Midstream Public Units with respect to which you desire to receive the Preferred Stock Consideration. For any Navios Midstream Public Units held by you that are not covered by a validly submitted Election Form, you will be deemed to have made an election to receive the form of Merger consideration (i.e., the Common Stock Consideration or the Preferred Stock Consideration) elected by the majority of the Navios Midstream Public Units in respect of which elections are made.

(2) Represents 48.4million shares of initial PPD common stock (including PPD restricted stock) issued and outstanding prior to the Recapitalization that were cancelled in May 2017 and converted into $1.3billion of cash consideration. Such transaction related to the Majority Sponsors and management.

(3) Represents 73.8million shares issued and outstanding prior to the Recapitalization that were cancelled in May 2017 and converted into $2.0billion of deferred cash consideration. The 73.8million of deferred shares were subsequently issued in September 2017 for $2.0billion in cash consideration. Such transactions related to the Majority Sponsors.

MIXED ELECTION (Stock Consideration for some of your shares of Carmike common stock and Cash Consideration for the remainder of your shares of Carmike common stock) ☐ Mark this box to elect to make a stock election with respect to a portion of your Carmike common stock (1.0819 shares of AMC Class A common stock (plus cash in lieu of any fractional shares for each such share of Carmike common stock) and a cash election with respect to the remainder of your Carmike common stock (cash having a value of $33.06 per share). Please fill in the blank to the right to designate the number of whole shares of Carmike common stock that you want converted into the right to receive Stock Consideration. If you designate a number of shares greater than the total number of shares listed on the first page of this Election Form, you will be deemed to have made an ALL STOCK ELECTION.

9. What does it mean if I receive more than one set of election materials? You may receive additional Election Forms with respect to shares of Carmike common stock held by you. For example, you may own some shares directly as a stockholder of record in addition to anyCarmike Equity Award Shares that you hold.In these situations, you will receive an Election Form for holders of Carmike common stock and an Election Form for holders of Carmike Equity Award Shares.You must complete, sign, date and return all of the Election Forms or follow the instructions for any alternative election procedure on each Election Form you receive in order to make an election for all of the shares you own or for which you are entitled to merger consideration.Each Election Form you receive comes with its own prepaid return envelope; make sure you return each Election Form in the return envelope that accompanies that Election Form.

We will send you a letter of transmittal separately on a later date with instructions informing you how to send in your stock certificates to the exchange agent to receive your portion of the merger consideration. Please do not send in your stock certificates at this time.

In response to the discussions with representatives of Stephens, First Busey's management worked closely with Sandler to develop a revised indication of interest. On February1, 2017, First Busey submitted a revised non-binding indication of interest to Mid Illinois. The revised indication of interest provided for a fixed exchange ratio of 5.2604 shares of First Busey common stock plus $68.38 for every share of Mid Illinois common stock. Based on the 15-day volume weighted average closing price of First Busey's common stock of $30.33 as of January31, 2017, this equated to a purchase price of approximately $227.94 for each share of Mid Illinois common stock and approximately $135million in aggregate consideration. The revised proposal was subject to First Busey's completion of a more fulsome due diligence investigation of Mid Illinois, as well as, among other things, First Busey obtaining final approval from its board of directors and the parties' negotiation of a mutually acceptable definitive agreement.

On March3, 2017, a draft of the merger agreement was distributed to Mid Illinois' board for its review and consideration. On March6, 2017, the members of the Mid Illinois board held a meeting with representatives of Howard& Howard and Stephens. At that meeting, representatives of Howard& Howard discussed the terms of the merger agreement in detail and answered questions about the agreement. Additionally, representatives of Stephens led a discussion with the board regarding the merger agreement's financial terms, as well as summarized for the board the general economic and market climate, attributes about Mid Illinois' common stock, including its performance and trading characteristics, as well as summarizing comparable, recent merger transactions. After a lengthy discussion among the board members, the directors agreed to continue to review the agreement and meet at a special board meeting on March8, 2017. The board again discussed the merger transaction at length on March8, 2017, and in the course of that discussion agreed to reconvene the March8 meeting on March10 to discuss the final version of the merger agreement.

Section2.5Dissenting Shares. Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the IBCA (collectively, the "Dissenters' Shares") shall not be converted into or represent the right to receive the Common Stock Merger Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the IBCA, except that all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting stockholders under the IBCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Common Stock Merger Consideration upon surrender in the manner provided in Section2.4 of the certificate(s) that, immediately prior to the Effective Time, evidenced such shares. The Company shall give Acquiror: (a)prompt notice of any written demands for payment of fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the IBCA and received by the Company relating to stockholders' dissenters' rights; and (b)the opportunity to participate in all negotiations and proceedings with respect to demands under the IBCA consistent with the obligations of the Company thereunder. The Company shall not, except with the prior written consent of Acquiror, (i)make any payment with respect to such demand, (ii)offer to settle or settle any demand for payment of fair value or (iii)waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the IBCA.

The full text of Deutsche Bank’s written opinion, dated February13, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is attached as Annex E and is incorporated by reference into this joint proxy statement/prospectus. A summary of Deutsche Bank’s opinion is set forth in this joint proxy statement/prospectus in the section entitled “The Merger—Opinion of Infinity’s Financial Advisor” beginning on page156and is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was addressed to, and for the use and benefit of, the Infinity Board in connection with and for the purpose of its evaluation of the Merger. Deutsche Bank did not express an opinion, and Deutsche Bank’s opinion did not constitute a recommendation, as to how any holder of Infinity common stock should vote or act with respect to the Merger or any other matter, including whether any such holder should elect to receive the Mixed Consideration, the Cash Consideration or the Stock Consideration. Deutsche Bank’s opinion was limited to the fairness of the Merger Consideration, from a financial point of view, to the holders of Infinity common stock (excluding Kemper and its affiliates) as of the date of the opinion. The opinion did not address any other terms of the Merger or the Merger Agreement. Nor did the opinion address the terms of any other agreement entered into or to be entered into in connection with the Merger. Deutsche Bank expressed no opinion as to the merits of the underlying decision by Infinity to engage in the Merger or the relative merits of the Merger as compared to any alternative transactions or business strategies.

Under Ohio law, if the merger proposal is approved by the Infinity shareholders, any holder of shares of Infinity common stock who does not vote in favor of approving the merger proposal may be entitled to seek relief as a dissenting shareholder under Section1701.85 of the Ohio General Corporation Law (the “OGCL”), which includes the right to seek appraisal of the fair cash value of such holder’s shares as determined by the Court of Common Pleas of Hamilton County, Ohio, but only if such shareholder complies with the procedures of Ohio law applicable to the exercise of the rights of a dissenting shareholder, including by delivering to Infinity a written demand with the information required by Section1701.85(A)(4) of the OGCL before the vote on the merger proposal. The appraised fair cash value of Infinity common stock could be more, the same as or less than the Merger Consideration. See “The Merger Agreement—Dissenting Rights of Infinity Shareholders” and “Appraisal and Dissenters’ Rights” beginning on pages 187 and 226, respectively.

Table of Contents Prior to the effective time or the termination of the Merger Agreement, as the case may be, at Kemper’s sole expense, Infinity has agreed to, and has agreed to cause each of its subsidiaries to, use its reasonable best efforts to provide, or cause to be provided by its and their respective personnel and representatives, to Kemper such cooperation reasonably requested by Kemper in connection with the arrangement of any debt financing obtained to fund the Merger Consideration. See “The Merger Agreement—Financing” beginning on page 210.

Upon the closing, Infinity shareholders will be entitled to receive for each share of Infinity common stock that they own, at the election of each shareholder, consideration in the form of a combination of Kemper common stock and cash, only cash or only Kemper common stock. The proportion of the consideration payable to holders of Infinity common stock in Kemper common stock is fixed and will not be adjusted for changes in the stock prices of either company before the Merger is consummated. As a result, any changes in the market price of Kemper common stock will have a corresponding effect on the market value of the Mixed Consideration and Stock Consideration. Neither party, however, has a right to terminate the Merger Agreement based upon changes in the market price of Kemper or Infinity common stock.

Table of Contents (without synergies), the Kemper-prepared Infinity financial projections (with synergies) and the combined company financial projections, as more fully described in the section entitled “Certain Unaudited Prospective Financial Information” beginning on page 269, and the Kemper Board indicated its support of Goldman Sachs’ use of such financial projections in connection with its financial analysis relating to the proposed Merger Consideration. Representatives of Goldman Sachs then reviewed with the Kemper Board Goldman Sachs’ preliminary financial analysis relating to the proposed Merger Consideration. Mr.McKinney also discussed with the Kemper Board communications considerations in connection with the proposed Merger. At the request of Kemper’s senior management, representatives of Sidley Austin then reviewed with the Kemper Board a summary of the key non-price provisions of the draft Merger Agreement. During this review, representatives of Sidley Austin discussed with the Kemper Board the status of negotiations between the parties with respect to open issues in the draft Merger Agreement and highlighted revisions to the draft Merger Agreement as a result thereof. Representatives of Sidley Austin also reviewed with the Kemper Board an initial draft of the Infinity voting agreement, which was proposed to reflect substantially similar obligations as those that would be set forth in the Kemper voting agreement. The Kemper Board then further discussed, with the input of Kemper’s senior management and representatives from Goldman Sachs and Sidley Austin, proposed next steps and timing with respect to the proposed Merger. The Kemper Board indicated its support of Kemper’s senior management continuing to negotiate the open issues in the draft Merger Agreement and other draft transaction documents.

Table of Contents Goldman Sachs calculated the implied value of the Merger Consideration as equal to $121.01 per share of Infinity common stock by adding (a)the product of $57.75, the closing price of shares of Kemper common stock on February12, 2018, multiplied by 1.2019 shares of Kemper common stock (such product deriving an implied value of the stock portion of the Mixed Consideration of $69.41) plus (b) $51.60, the cash portion of the Mixed Consideration. Goldman Sachs calculated the implied value of the aggregate Merger Consideration as equal to $1.329billion by multiplying $121.01 by the total number of fully diluted shares of Infinity common stock outstanding as of February6, 2018, as provided by Infinity management.

The consideration to be paid to Infinity shareholders electing to receive only Cash Consideration or Stock Consideration is subject, pursuant to the terms of the Merger Agreement, to automatic proration to ensure that the total amount of cash paid and the total number of shares of Kemper common stock issued in the Merger is approximately the same as what would be paid and issued if all Infinity shareholders were to receive the Mixed Consideration. Accordingly, the total number of shares of Kemper common stock to be issued and the total amount of cash to be paid by Kemper as part of the Merger Consideration will not change from what was agreed to in the Merger Agreement (other than for adjustment in the event that there is any change in the outstanding shares or classes of capital stock of Kemper or Infinity as a result of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange or readjustment of shares or other similar transaction, or any stock dividend or stock distribution that is declared thereon (a “capital stock adjustment event”)). However, since the market price of Kemper common stock will fluctuate, the total value of the Mixed Consideration and the value of the Stock Consideration may increase or decrease between the date of the Merger Agreement and the effective time. Accordingly, the value of the actual per share consideration to be paid to Infinity shareholders cannot be determined until after the effective time. No fractional shares of Kemper common stock will be issued in the Merger, and Infinity shareholders will receive cash in lieu of any fractional shares of Kemper common stock.

Prior to the effective time, Kemper will make available with the exchange agent, for the benefit of the holders of shares of Infinity common stock, the full number of shares of Kemper common stock issuable in connection with the Merger based on a good faith estimate thereof, and will provide or will cause to be provided to the exchange agent all of the cash necessary to pay the cash portion of the Merger Consideration. After the effective time on the appropriate payment date, if applicable, Kemper will provide or cause to be provided to the exchange agent any dividends or other distributions payable on such shares of Kemper common stock pursuant to the Merger Agreement.

Table of Contents Consideration. Payment of the Merger Consideration with respect to book-entry shares of Infinity common stock will only be made to the person in whose name such book-entry shares of Infinity common stock are registered.

The election form is being mailed to Infinity shareholders with this joint proxy statement/prospectus. The election form will allow each Infinity shareholder to specify the number of shares of Infinity common stock with respect to which such holder elects to receive Cash Consideration, Stock Consideration or Mixed Consideration. The election must be made prior to the Election Deadline in accordance with the terms of the Merger Agreement. The Election Deadline will be 5:00p.m., New York City time, on the date that is ten (10)business days before the closing date. Kemper and Infinity will publicly announce the anticipated Election Deadline at least three (3)business days before the anticipated Election Deadline. If the closing date is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date, and Kemper and Infinity will, as promptly as reasonably practicable, announce such delay and, when determined, the rescheduled Election Deadline.

(a) Kemper currently anticipates borrowing under its available credit facilities and/or incurring indebtedness under an unsecured bank loan to fund a portion of the cash payable in connection with the Merger Consideration. Short-term financing is assumed to be paid within a week of the closing using unencumbered cash and short-term investments acquired in the purchase.

• Kemper’s management prepared and provided to the Kemper Board forward-looking financial information of Kemper with respect to fiscal years 2018 through 2020, assuming Kemper’s continued operation on a standalone, pre-Merger basis (the “Kemper financial projections”), which is summarized below. The Kemper financial projections were also provided to representatives of Goldman Sachs for Goldman Sachs’ use in connection with its financial analysis and fairness opinion with respect to the Merger Consideration. Certain key items from the Kemper financial projections and certain updated financial information relating thereto noted below were provided to Infinity’s senior management and representatives of Deutsche Bank in connection with Infinity’s due diligence investigation with respect to Kemper and evaluation of a possible transaction.

consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of the Company, nor does it address the fairness of the contemplated benefits of the Transaction. This opinion does not address the allocation of the Merger Consideration among the holders of Company Common Stock who receive the Mixed Consideration, the Cash Consideration, the Stock Consideration or any combination thereof or the relative fairness of the Mixed Consideration, the Cash Consideration or the Stock Consideration. We express no opinion as to the merits of the underlying decision by the Company to engage in the Transaction or the relative merits of the Transaction as compared to any alternative transactions or business strategies. Nor do we express an opinion, and this opinion does not constitute a recommendation, as to how any holder of shares of Company Common Stock should vote or act with respect to the Transaction or any other matter, including whether any such holder should elect to receive the Mixed Consideration, the Cash Consideration or the Stock Consideration. In addition, we do not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors, or employees of any parties to the Transaction, or any class of such persons, in connection with the Transaction, whether relative to the Merger Consideration or otherwise. This opinion does not in any manner address the prices at which the Company Common Stock, the Parent Common Stock or any other securities will trade at any time.

7. Shares as to Which No Election is Made. Holders of Infinity shares who mark the “No Election” box on the Election Form, or fail to submit a properly completed Election Form together with (i)any certificate(s) representing their Infinity shares, if any (or a related Notice of Guaranteed Delivery), or (ii)a confirmation of book-entry transfer (or a related Notice of Guaranteed Delivery), by the Election Deadline, or who revoke their previously submitted Election Form and fail to submit a properly completed Election Form together with any certificate(s) representing their Infinity shares (each of the foregoing, a “Non-Electing Shareholder”), shall have their Infinity shares converted into the right to receive the Mixed Consideration. In addition, a holder who does not make an election for all of his or her shares will be deemed to be a Non-Electing Shareholder with respect to those shares for which an election is not made, and will be deemed to elect the Mixed Consideration with respect to such Infinity shares. If you fail to make a valid election for any reason, you will be deemed to be a Non-Electing Shareholder and will receive the Mixed Consideration with respect to your Infinity shares.

When completed, please sign and date the Election Form and send it to Computershare in the enclosed envelope along with (i)your share certificate(s) representing all Infinity shares to which this Election Form relates, duly endorsed in blank or otherwise in a form acceptable for transfer on the books of Infinity (or a related Notice of Guaranteed Delivery) or (ii)your confirmation of book-entry transfer (or a related Notice of Guaranteed Delivery), and any required accompanying evidence of authority, so that you can make your election to receive the Mixed Consideration, Stock Consideration or Cash Consideration. Please see Question 15 for important information concerning the transmittal of your Election Form to Computershare. Please note that if your shares are held jointly, signatures of both owners are required.

14. What are the tax consequences of the receipt of the merger consideration? Different tax consequences may be associated with each of the election options. The tax consequences to you of the Merger will depend on the facts of your own situation. Therefore, you should consult your tax advisor for a full understanding of the tax consequences to you of exchanging your Infinity shares for the Mixed Consideration, Cash Consideration or Stock Consideration. You can also refer to the general description of tax consequences under the caption, “The Merger — Material U.S. Federal Income Tax Consequences” beginning on page 166 of the Proxy Statement.

4.Eligibility to Earn Plan Consideration. Except as otherwise provided in Section 9 below, each Participant will have the right to receive Plan Consideration, subject to the Participant’s continued employment or service with the Company through the date of the closing of the Change of Control Transaction unless terminated by the Company other than for cause within 180 days prior to the announcement of the Change of Control Transaction. If a Participant’s service to the Company in all capacities (whether as an employee, consultant, advisor, director or any other service provider) terminates for any reason prior to the date of the closing of the Change of Control Transaction (other than by the Company not for cause within 180 days of the announcement of the Change of Control Transaction), whether initiated by the Company or the Participant, and with or without cause, then such Participant shall no longer be considered a “Participant” thereafter for purposes of the Plan, and such Participant will not be entitled to receive any Plan Consideration hereunder. The Company in its sole discretion will determine whether a Participant’s service relationship has terminated for this purpose.

5.Type of Plan Consideration. Pursuant to this Plan, the Participants who are employed by the Company on the date of the closing of a Change of Control Transaction, or whose employment is terminated by the Company not for cause within 180 days of a Change of Control Transaction, shall receive their Plan Consideration from the Successor Company in cash and at the times set forth in Section 8 of the Plan.

10.Withholding of Compensation. The Successor Company will withhold from any payments under the Plan any amount required to satisfy the income and employment tax withholding obligations arising under applicable federal, state and local laws in respect of the Plan Consideration. Each Participant should contact his or her personal legal or tax advisors with respect to the benefits provided by the Plan. Neither the Company nor any of its employees, directors, officers or agents are authorized to provide any tax advice to Participants with respect to the benefits provided under the Plan.

Additionally, the parties amended the payment dates of the earnout consideration. The payment date of the first earnout payment based on the financial results of the calendar year ended 2020 (“Year 1 Earnout”) has been amended from March 31, 2021 to (i) six (6) equal quarterly installments of 10% of the Year 1 Earnout payable on the last business day of each calendar quarter between June 30, 2021 and September 30, 2022 and (ii) one (1) installment payment equal to 40% of the Year 1 Earnout on December 31, 2022. The Year 1 Earnout is payable in cash or shares of the Company’s common stock based on the 90 trading day volume weighted average price immediately preceding final determination of the Year 1 Earnout or $2.19 per share. The estimated payment for the Year 1 Earnout is $3.4 million. The payment date for the second earnout payment which is based on the financial results of the calendar year ended 2021 (“Year 2 Earnout”) has been amended from March 31, 2022 to four equal quarterly installments payable on the last business day of each calendar quarter between March 31, 2022 and December 31, 2022. The Year 2 Earnout is also payable in cash or stock at the Company’s discretion. The aggregate earnout payments of the Year 1 Earnout and the Year 2 Earnout cannot exceed $7.0 million.

Additionally, the parties amended the payment dates of the earnout consideration. The payment date of the first earnout payment based on the financial results of the calendar year ended 2020 (“Year 1 Earnout”) has been amended from March 31, 2021 to (i) six (6) equal quarterly installments of 10% of the Year 1 Earnout payable on the last business day of each calendar quarter between June 30, 2021 and September 30, 2022 and (ii) one (1) installment payment equal to 40% of the Year 1 Earnout on December 31, 2022. The Year 1 Earnout is payable in cash or shares of the Company’s common stock based on the 90 trading day volume weighted average price immediately preceding final determination of the Year 1 Earnout or $2.19 per share. The estimated payment for the Year 1 Earnout is $3.4 million which is recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 31, 2020.

“(ix) Earnout Consideration. The Earnout Consideration may be paid in cash or issued in shares of WTG Stock, which combination shall be determined no later than ten (10) calendar days prior to each payment date of the Earnout Consideration as set forth in Section 2.5(a)(xi) in Purchaser’s sole discretion.

On behalf of The First National Bank - Fox Valley Employee Stock Ownership Plan (the “ESOP”), John Michael Maier of Professional Fiduciary Services, LLC, in his capacity as special independent fiduciary (“Independent Fiduciary”), will submit a proxy for the special meeting of shareholders of First Menasha Bancshares, Inc. (the “Company”) to be held on April 3, 2017, at 5:30 p.m., at Butte des Morts Country Club, 3600 W. Prospect Avenue, Appleton, Wisconsin 54914 (the “Special Meeting”). At the Special Meeting, eligible shareholders of the Company will, by person or by proxy, vote on a proposal to approve and adopt the merger of the Company with and into Nicolet Bankshares, Inc. ("Nicolet"), pursuant to the Agreement and Plan of Merger, dated November 3, 2016 (the “Merger Agreement”), by and between the Company and Nicolet. If the Merger Agreement is adopted, at the closing of the transaction, the Company will merge with and into Nicolet. The effects of the merger are set forth in detail in the enclosed proxy statement-prospectus. Following the completion of the merger, the ESOP will receive its pro rata share of the merger consideration. The ESOP will repay its outstanding debt obligation with a portion of the merger consideration it receives with respect to unallocated shares of Company common stock held by the ESOP and allocate the remaining portion of that merger consideration to participants. Because the ESOP is being terminated in connection with the merger, liquidating distributions will then be made to participants as described in this ESOP Supplement.

Following the completion of the merger, the ESOP will receive its pro rata share of the merger consideration. The ESOP will repay its outstanding debt obligation with a portion of the merger consideration it receives with respect to unallocated shares of Company common stock and allocate the remaining portion of that merger consideration to participants. Because the ESOP is being terminated in connection with the merger, you will be entitled to take a distribution of your account in the ESOP according to the terms of the ESOP. The amount of your distribution will depend on the amounts credited to your account. Once the timing of the distributions becomes clear, you will be provided with detailed information concerning your eligibility and choices for receiving a distribution of your account in the ESOP along with a transmittal letter for you to use to select your choices. We anticipate that to occur late in the second quarter of 2017 or early in the third quarter of 2017.

b. Unit of account represented by the transaction price is different from the unit of account of the asset or liability measured at fair value – transaction prices in the Framework Agreement were only established for the purchase and sale of the equity interests in GDTE, NGY, GDTNA and DGT, the test track and the cash consideration. Transaction prices were not separately identified for rights and privileges that were required to be measured separately, namely the EMEA Rights and the North America Rights.

If the mergers, taken together, do not constitute a single integrated transaction that qualifies as a "reorganization" within the meaning of Section368(a) of the Code, then the first merger would be treated as a taxable sale by U.S. Holders of their FGL ordinary shares in exchange for the merger consideration. In that case, a U.S. Holder would recognize gain or loss upon the exchange of FGL ordinary shares for the merger consideration equal to the difference between (i)the sum of the amount of any cash and the fair market value, at the time of the merger, of any FNF common stock received in the first merger (including any cash received in lieu of a fractional share) and (ii)such U.S. Holder's tax basis in the FGL ordinary shares surrendered in the merger. Subject to the passive foreign investment company rules and the potential application of Section1248 of the Code, such gain or loss would be long-term capital gain or loss if the FGL ordinary shares were held for more than one year at the time of the merger.

the effect that, for U.S. federal income tax purposes, the mergers, together with the purchase of the SeriesA preferred shares pursuant to the SeriesA Preferred Share Purchase Agreement, will constitute a "reorganization" within the meaning of Section368(a) of the Code, there can be no guarantee that the mergers will be so treated. In addition, it is possible that FGL would waive this condition and allow the completion of the mergers to proceed without a tax opinion. Whether or not a tax opinion is delivered in connection with the mergers, it is possible that the mergers, taken together, would not constitute a single integrated transaction that qualifies as a "reorganization" within the meaning of Section368(a) of the Code, in which case the first merger would be treated as a taxable sale by U.S. Holders of their FGL ordinary shares in exchange for the merger consideration. Even if the tax opinion is obtained, because neither FGL nor FNF intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers, there can be no assurance that the IRS will not challenge the treatment of the mergers, taken together, as a single integrated transaction that qualifies as a "reorganization" within the meaning of Section368(a) of the Code or that a court would not sustain such a challenge.

Houlihan Lokey's opinion was only one of many factors considered by the FGL special committee in evaluating the proposed mergers. Neither Houlihan Lokey's opinion nor its analyses were determinative of the merger consideration or of the views of the FGL special committee or management with respect to the mergers or the merger consideration. Under the terms of its engagement by the FGL special committee and FGL, neither Houlihan Lokey's opinion nor any other advice or services rendered by it in connection with the proposed mergers or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the FGL board of directors, FGL, FNF, any security holder or creditor of FGL or FNF or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the mergers were determined through negotiation between FGL and FNF, and the decision to enter into the merger agreement was solely that of the FGL special committee and the FGL board of directors.

If the mergers, taken together, fail to constitute a single integrated transaction that qualifies as a "reorganization" within the meaning of Section368(a) of the Code, then, instead, the first merger would be treated as a taxable sale by U.S. Holders of their FGL ordinary shares in exchange for the merger consideration. In that case, a U.S. Holder would recognize gain or loss upon the exchange of FGL ordinary shares for the merger consideration equal to the difference between (i)the sum of the amount of any cash and the fair market value, at the time of the merger, of any FNF common stock received in the first merger (including any cash received in lieu of a fractional share) and (ii)such U.S. Holder's tax basis in the FGL ordinary shares surrendered in the merger. Subject to the PFIC rules discussed below and the potential application of Section1248 of the Code discussed below, such gain or loss would be long-term capital gain or loss if the FGL ordinary shares were held for more than one year at the time of the merger. In such event, the tax basis of any FNF common stock received in the first merger would equal its fair market value at the time of the first merger and the holding period of such FNF common stock would commence the day after the first merger. FGL ordinary shareholders are urged to consult their own tax advisors regarding the possibility of the mergers, taken together, failing to constitute a single integrated transaction that qualifies as a "reorganization" within the meaning of Section368(a) of the Code and the tax consequences of such event.

All outstanding FGL warrants will be converted into the right to purchase and receive, upon exercise the weighted average mix of merger consideration. Pursuant to the terms of the warrant agreement, for a period of 30days following the public announcement of the consummation of the merger, the current exercise price of the warrants of $11.50 will be adjusted to an amount equal to (x)the volume weighted average price of the FGL ordinary shares for the ten trading days ending on the trading day prior to closing date, minus (y)the Black-Scholes value of the warrant. We have assumed that the volume weighted average price of the FGL ordinary shares for the ten trading days ending on the trading day prior to closing date is $10.05 and that the Black-Scholes value of each warrant is $2.11, resulting in an assumed adjusted exercise price of $7.94.

4.In addition, it is the desire of the Parties that (i) Maple redeem 119,062,598 of its ordinary shares held by the K-Business of Acorn in exchange for 119,062,598 KDP Shares (the “Redemption Consideration”) and (ii) Acorn redeem 119,062,598 of the Investor Outstanding Ordinary Shares K (the “Redemption Shares”) in exchange for the Redemption Consideration. The Redemption Consideration shall be allocated among each compartment of Investor as set forth on Annex A hereto.

7.The Parties hereby agree, subject to approval of the Board of Directors of Acorn, and subject to and immediately effective as of the consummation of the transactions contemplated by Section 6 above or such later date and time as the Parties may mutually agree, that the K-Business of Acorn shall sell and transfer to Maple, free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, and Maple shall purchase and redeem from the K-Business of Acorn, 119,062,598 ordinary shares of Maple (the “In Kind Redeemed Maple Shares”), in consideration for which, Maple shall transfer to the K-Business of Acorn, free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, the Redemption Consideration. Maple shall hold the In Kind Redeemed Maple Shares in treasury.

8.Each of Acorn and Investor agrees that, subject to approval of the Board of Directors of Acorn, and subject to and immediately effective as of the consummation of the transfer and assignment of the In Kind Redeemed Maple Shares contemplated by Section 7 above, Investor shall sell and transfer to the K-Business of Acorn, free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, and the K-Business of Acorn shall purchase and redeem from Investor, the Redemption Shares, in consideration for which, the K-Business of Acorn shall transfer to Investor (to an account designated by Investor), free and clear of any and all Encumbrances, other than any restrictions arising under the applicable securities laws, and Investor hereby purchases from the K-Business of Acorn, the Redemption Consideration. Acorn shall cancel the Redemption Shares.

If any former Tahoe Shareholder fails to deliver to the Depositary the certificate(s) or DRS Statement, as applicable, documents or instruments required to be delivered to the Depositary under the Arrangement Agreement in order for such former Tahoe Shareholder to receive the Consideration which such former holder is entitled pursuant to the Arrangement to receive on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to Pan American or its successors, any Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate(s) or DRS Statement representing Tahoe Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Pan American (or any successor of Pan American), for no consideration. Accordingly, former Tahoe Shareholders who deposit with the Depositary certificates or a DRS Statement representing Tahoe Shares after the sixth anniversary of the Effective Date will not receive Pan American Shares or any other consideration in exchange therefor and will not own any interest in Tahoe or, Pan American, and will not be paid any compensation.

Pursuant to the Plan of Arrangement, each outstanding Tahoe Share will be transferred by the holder thereof to Pan American in exchange for the Consideration. Pan American will then transfer each Tahoe Share to Subco. Tahoe and Subco will then be merged to form the Merged Company with the same effect as if they had amalgamated under Section 269 of the BCBCA, except that the separate legal existence of Subco shall not cease and Subco shall survive the Merger, and Pan American shall receive on the Merger one common share of the Merged Company in exchange for each Subco common share previously held and all of the issued and outstanding Tahoe Shares will be cancelled without any repayment of capital in respect thereof. The Merged Company will be a wholly-owned subsidiary of Pan American. Charts showing the corporate structure of Pan American following the completion of the Arrangement are set out below.

In each case where no Consideration election is made prior to the Election Deadline, a Tahoe Shareholder will be deemed to have elected to receive the Share Consideration. The Cash Consideration and the Share Consideration are each subject to proration provisions under which a Tahoe Shareholder may receive both cash and Pan American Shares in exchange for Tahoe Shares regardless of the Tahoe Shareholder’s election to receive the Cash Consideration or Share Consideration. Tahoe Shareholders who are Eligible Holders and who receive Pan American Shares pursuant to the Arrangement may elect pursuant to section 85 of the Income Tax Act (the “Tax Act”) (and any corresponding provisions of any applicable provincial tax legislation) to defer some or all of the capital gain they would otherwise realize on the exchange of Tahoe Shares. Please refer to the Circular for details and Box E of this Letter of Transmittal.

4. A Tahoe Shareholder who would otherwise receive a fraction of a Pan American Share pursuant to the Arrangement will receive an equivalent cash payment in lieu of such fractional share calculated by ascribing to each whole Pan American Share the Pan American Share Value. All calculations of Pan American Share consideration to be received under the Arrangement will be rounded up or down to four decimal places. In any case where the aggregate amount of cash payable to a particular Tahoe Shareholder under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded up to the nearest whole cent. As a result of such payments in lieu and rounding, it is possible that the actual amount of cash paid in consideration for the Tahoe Shares, in the aggregate, may exceed the Aggregate Cash Consideration. Tahoe Shareholders should refer to the full text of the Plan of Arrangement which is attached as Appendix B to the Circular.

• Contingent Consideration. Terms of the Business Combination include the potential for Open Lending Unitholders to receive 15,000,000 additional Nebula shares, based on future stock performance, and the benefits under a Tax Receivable Agreement. The Open Lending board of managers concluded that the initial cash and stock consideration under the Business Combination, when coupled with potential contingent consideration offered the Open Lending Unitholders the highest value of any available alternatives.

(f) Any portion of the Exchange Fund that remains unclaimed by the Holders one year after the First Effective Time will be returned by the Exchange Agent to ParentCo, upon demand, and any such Holder who has not exchanged such Holder’s NAC ClassA Common Stock, NAC ClassB Common Stock, the Blocker Shares after giving effect to the Blocker Redemption or Company Membership Units for the consideration payable pursuant to the provisions of this Article II and, if applicable, the Payment Spreadsheet prior to that time will thereafter look only to ParentCo for delivery of such consideration. Notwithstanding the foregoing, neither ParentCo nor any of its Affiliates will be liable to any Holders for any consideration payable pursuant to the provisions of this Article II delivered to a public official pursuant to applicable abandoned property Laws.

Closing Merger Consideration. Pursuant to the Merger Agreement, the aggregate merger consideration payable upon the closing of the Business Combination (the “Closing Merger Consideration”) is (i) $626 million, subject to certain adjustments set forth in the Merger Agreement, including an increase for the positive amount of Daseke cash and a decrease for the aggregate amount of Daseke indebtedness, unpaid income taxes, unpaid Daseke transaction expenses and the Main Street and Prudential Consideration (as defined below), in each case as of the end of the day immediately preceding the closing date plus (ii) the number of shares equal to (a) 2,274,988 less (b) 50% of the Utilization Fee Shares (as defined below). The Closing Merger Consideration is payable entirely in stock, consisting of newly issued shares of Hennessy Capital common stock at a value of $10.00 per share.

Earn-Out Consideration. The Merger Agreement provides that, in addition to the Closing Merger Consideration, Daseke stockholders will be entitled to receive additional contingent consideration (the “Earn-Out Consideration”) of up to an additional 15.0 million shares of Hennessy Capital common stock (with up to 5.0 million shares payable annually with respect to 2017, 2018 and 2019 performance). The full Earn-Out Consideration is only payable if (i) the annualized Adjusted EBITDA (giving effect to acquisitions and as defined in the Merger Agreement) of Daseke and its subsidiaries for the fiscal years ending December 31, 2017, 2018 and 2019 is at least $140 million, $170 million and $200 million, respectively, and (ii) the closing share price of Hennessy Capital common stock is at least $12.00, $14.00 and $16.00 for any 20 trading days within any consecutive 30-trading day period during the fiscal years ending December 31, 2017, 2018 and 2019, respectively. For each year, the 5.0 million earn-out shares shall be prorated to the extent the annualized Adjusted EBITDA (giving effect to acquisitions) of Daseke and its subsidiaries exceeds 90%, but represents less than 100%, of the applicable earn-out target.

On December 22, 2016, the Sponsor, the Company and Daseke entered into the Sponsor Share Forfeiture Agreement, pursuant to which the Sponsor agreed to the forfeiture of 50% of its founder shares of Hennessy Capital common stock for the benefit of Daseke stockholders. Prior to the closing of the Business Combination, the Sponsor will forfeit to the Company that number of Sponsor’s founder shares equal to (a) 2,274,988 less (b) 50% of the Utilization Fee Shares to the Company for cancellation, and the Company will issue an equivalent number of newly issued shares of Hennessy Capital common stock to Daseke stockholders as part of the Closing Merger Consideration. The Sponsor has also agreed in the Sponsor Share Forfeiture Agreement that it will not, directly or indirectly, transfer or otherwise dispose of the founder shares to be so forfeited prior to the closing of the Business Combination.

The proposed Business Combination will be submitted to stockholders of the Company for their consideration.The Company has filed with the SEC a preliminary proxy statement on December 22, 2016 (and intends to file with the SEC a definitive proxy statement) in connection with the Business Combination and related matters and will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the Business Combination. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination and related matters, because these documents will contain important information about the Company, Daseke and the Business Combination. Stockholders may also obtain a copy of the proxy statement as well as other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Nicholas A. Petruska, Executive Vice President, Chief Financial Officer and Secretary, 700 Louisiana Street, Suite 900, Houston, Texas 77002, or by telephone at (713) 300-8242.

1.05.Closing Calculations. Not less than five (5)Business Days prior to the anticipated Closing Date, the Company will deliver to Parent a certificate signed by the Company CFO, solely in such capacity and not in his personal capacity (the “Closing Certificate”), setting forth (a)a preliminary consolidated balance sheet of the Group Companies as of the Reference Time, (b)(i) (A) the Company’s good faith estimate of Cash as of the Reference Time after the paydown of Company Transaction Expenses prior to the Closing plus (B) 50% of the Equity Backstop Commitment Fee paid by the Company prior to the Closing (collectively, the “Closing Cash”), (ii)the Company’s good faith estimate of Indebtedness as of the Reference Time, including the Payoff Amount (the “Closing Indebtedness”), and (iii)the Company’s good faith estimate of Company Transaction Expenses that will be unpaid as of the Closing (the “Closing Company Transaction Expenses”). The Closing Certificate so delivered by the Company CFO will confirm in writing that it has been prepared in good faith using the latest available financial information and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Closing Certificate and will also include, consistent with the foregoing calculations, the Company’s determination of (1)the Closing Aggregate Merger Consideration and (2)the Per Common Share Closing Merger Consideration. Parent shall be entitled to review and make reasonable comments on the matters and amounts set forth in the Closing Certificate so delivered by the Company CFO pursuant to this Section1.05. The Company will cooperate with Parent in the review of the Closing Certificate, including providing Parent and its Representatives with reasonable access to the relevant books, records and finance employees of the Company. The Company will cooperate reasonably with Parent to revise the Closing Certificate if necessary to reflect Parent’s reasonable comments. If the Closing Certificate is so revised, such revised Closing Certificate, or if Parent had no such comments, then the initial Closing Certificate shall be deemed to be the final “Closing Statement,” in each case as approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed).

1. If both (a)2017 ProForma Adjusted EBITDA is more than 90% of 2017 Target ProForma Adjusted EBITDA (such 90% baseline being referred to as the “2017 Baseline ProForma Adjusted EBITDA”) and (b)the closing share price of Parent Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to December31, 2017 (such minimum share price threshold for such time period being referred to as the “2017 Threshold Share Price”), Parent shall issue up to five (5)million shares of Parent Common Stock to the Common Stockholders as Earnout Merger Consideration. In such event, the number of shares of Parent Common Stock that will be issued to the Common Stockholders pursuant to this paragraph1 of this Annex I as Earnout Merger Consideration (such number of shares being referred to as the “2017 Earnout Shares”) shall be calculated as follows: (i)five (5)million shares if 2017 Pro Forma Adjusted EBITDA is 100% or more of the 2017 Target ProForma Adjusted EBITDA or (ii)if 2017 Pro Forma Adjusted EBITDA is between 90% and 100% of 2017 Target ProForma Adjusted EBITDA, the number of shares of Parent Common Stock equal (rounded to the nearest whole share of Parent Common Stock) to (A)5,000,000, multiplied by (B)(x)(i) the 2017 Pro Forma Adjusted EBITDA minus (ii)$126,000,000 (such dollar amount being equal to the 2017 Baseline ProForma Adjusted EBITDA), divided by (y)$14,000,000 (being the 2017 Target ProForma Adjusted EBITDA less the 2017 Baseline ProForma Adjusted EBITDA). For the sake of clarity, (a)in no event shall the number of 2017 Earnout Shares exceed 5,000,000 in the aggregate, (b)in no event shall any 2017 Earnout Shares be issued if either the 2017 Baseline Pro Forma Adjusted EBITDA or the 2017 Threshold Share Price is not achieved, (c)the number of 2017 Earnout Shares to be issued (rounded to the nearest whole share) is determined by straight line interpolation in the event the 2017 ProForma Adjusted EBITDA is greater than the 2017 Baseline Pro Forma Adjusted EBITDA and less than 2017 Target ProForma Adjusted EBITDA and (d)by way of example, if the 2017 Threshold Share Price is achieved and the Company achieves $133,000,000 in 2017 ProForma Adjusted EBITDA, the number of 2017 Earnout Shares will be 2,500,000. “2017 Target ProForma Adjusted EBITDA” means $140,000,000.

2. If both (a)2018 ProForma Adjusted EBITDA is more than 90% of 2018 Target ProForma Adjusted EBITDA (such 90% baseline being referred to as the “2018 Baseline ProForma Adjusted EBITDA”) and (b)the closing share price of Parent Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs during the 2018 calendar year (such minimum share price threshold for such time period being referred to as the “2018 Threshold Share Price”), Parent shall issue up to five (5)million shares of Parent Common Stock to the Common Stockholders as Earnout Merger Consideration. In such event, the number of shares of Parent Common Stock that will be issued to the Common Stockholders pursuant to this paragraph2 of this Annex I as Earnout Merger Consideration (such number of shares being referred to as the “2018 Earnout Shares”) shall be calculated as follows: (i)five (5)million shares if 2018 ProForma Adjusted EBITDA is 100% or more of the 2018 Target ProForma Adjusted EBITDA or (ii)if 2018 Pro Forma Adjusted EBITDA is between 90% and 100% of 2018 Target ProForma Adjusted EBITDA, the number of shares of Parent Common Stock equal (rounded to the nearest whole share of Parent Common Stock) to (A)5,000,000, multiplied by (B)(x)(i)the 2018 ProForma Adjusted EBITDA minus (ii)$153,000,000 (such dollar amount being equal to the 2018 Baseline Pro Forma Adjusted EBITDA), divided by (y)$17,000,000 (being the 2018 Target ProForma Adjusted EBITDA less the 2018 Baseline ProForma Adjusted EBITDA). For the sake of clarity, (a)in no event shall the number of 2018 Earnout Shares exceed 5,000,000 in the aggregate, (b)in no event shall any 2018 Earnout Shares be issued if either the 2018 Baseline Pro Forma Adjusted EBITDA or the 2018 Threshold Share Price is not achieved, (c)the number of 2018 Earnout Shares to be issued (rounded to the nearest whole share) is determined by straight line interpolation in the event the 2018 ProForma Adjusted EBITDA is greater than the 2018 Baseline Pro Forma Adjusted EBITDA and less than 2018 Target ProForma Adjusted EBITDA and (d)by way of example, if the 2018 Threshold Share Price is achieved and the Company achieves $161,500,000in 2018 ProForma Adjusted EBITDA, the number of 2018 Earnout Shares will be 2,500,000. “2018 Target ProForma Adjusted EBITDA” means $170,000,000.

3. If both (a)2019 ProForma Adjusted EBITDA is more than 90% of 2019 Target ProForma Adjusted EBITDA (such 90% baseline being referred to as the “2019 Baseline ProForma Adjusted EBITDA”) and (b)the closing share price of Parent Common Stock equals or exceeds $16.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs during the 2019 calendar year (such minimum share price threshold for such time period being referred to as the “2019 Threshold Share Price”), Parent shall issue up to five (5)million shares of Parent Common Stock to the Common Stockholders as Earnout Merger Consideration. In such event, the number of shares of Parent Common Stock that will be issued to the Common Stockholders pursuant to this paragraph 3 of this Annex I as Earnout Merger Consideration (such number of shares being referred to as the “2019 Earnout Shares”) shall be calculated as follows: (i)five (5)million shares if 2019 Pro Forma Adjusted EBITDA is 100% or more of the 2019 Target ProForma Adjusted EBITDA or (ii)if 2019 Pro Forma Adjusted EBITDA is between 90% and 100% of 2019 Target ProForma Adjusted EBITDA, the number of shares of Parent Common Stock equal (rounded to the nearest whole share of Parent Common Stock) to (A)5,000,000, multiplied by (B)(x)(i) the 2019 ProForma Adjusted EBITDA minus (ii)$180,000,000 (such dollar amount being equal to the 2019 Baseline Pro Forma Adjusted EBITDA), divided by (y)$20,000,000 (being the 2019 Target ProForma Adjusted EBITDA less the 2019 Baseline ProForma Adjusted EBITDA). For the sake of clarity, (a)in no event shall the number of 2019 Earnout Shares exceed 5,000,000 in the aggregate, (b)in no event shall any 2019 Earnout Shares be issued if either the 2019 Baseline Pro Forma Adjusted EBITDA or the 2019 Threshold Share Price is not achieved, (c)the number of 2019 Earnout Shares to be issued (rounded to the nearest whole share) is determined by straight line interpolation in the event the 2019 ProForma Adjusted EBITDA is greater than the 2019 Baseline Pro Forma Adjusted EBITDA and less than 2019 Target ProForma Adjusted EBITDA and (d)by way of example, if the 2019 Threshold Share Price is achieved and the Company achieves $190,000,000 in 2019 ProForma Adjusted EBITDA, the number of 2019 Earnout Shares will be 2,500,000. “2019 Target ProForma Adjusted EBITDA” means $200,000,000.

In the merger, each share of Virginia Bank common stock will be converted into the right to receive either 0.54 shares of Pinnacle common stock (the “stock consideration”) or $16.00 in cash (the “cash consideration”), with cash paid in lieu of any fractional shares of Pinnacle common stock. If you are a Virginia Bank shareholder, you will have the opportunity to elect the form of consideration to be received for each share of Virginia Bank common stock you own, subject to allocation and proration procedures set forth in the merger agreement and described in this joint proxy statement/prospectus. These allocation and proration procedures will ensure that 60% of the outstanding shares of Virginia Bank common stock will be converted into the right to receive the stock consideration. If you are a Virginia Bank shareholder, the form of the merger consideration you ultimately receive will depend upon your election, the elections of other Virginia Bank shareholders, and the allocation and proration procedures.

Shareholders of Virginia Bank have the right to assert appraisal rights with respect to the merger and demand in writing to be paid the fair value of their shares of Virginia Bank common stock following consummation of the merger, instead of accepting the merger consideration. These appraisal rights are governed by Virginia law. A copy of the applicable provisions of the Virginia Stock Corporation Act (the “Virginia SCA”) is included in this joint proxy statement/prospectus as Appendix H.

(l) Represents recognition of the equity portion of the merger consideration. The adjustment to common stock and surplus represents the payment of stock consideration with respect to 60% of the outstanding shares of Virginia Bank common stock. The adjustment to retained earnings reflects the bargain purchase gain of $2.6million based on the preliminary purchase price allocation. (See Note C).

All Virginia Bank shareholders of record will be permitted to make an election as to the form of merger consideration they wish to receive with respect to their shares of Virginia Bank common stock. The exchange agent will, subject to limitations set forth in the merger agreement, allocate the merger consideration and may adjust the form of merger consideration that a Virginia Bank shareholder will receive in order to ensure that 60% of the outstanding shares of Virginia Bank common stock are converted into the right to receive the stock consideration. Consequently, if the stock consideration is oversubscribed or undersubscribed, Virginia Bank shareholders could receive a different form of merger consideration from the form they elect, which could result in different tax consequences than they had anticipated (including the recognition of gain for federal income tax purposes with respect to cash consideration and cash in lieu of fractional shares received). If Virginia Bank shareholders do not make an election, they will receive the merger consideration in cash, shares or a combination of cash and shares as provided for in the merger agreement.

Upon completion of the merger, each share of Virginia Bank common stock will be converted into the right to receive, at the election of the holder and subject to allocation and proration as provided in the merger agreement, either the cash consideration or the stock consideration. The stock consideration exchange ratio of 0.54 shares of Pinnacle common stock for each share of Virginia Bank common stock is fixed and will not be adjusted to reflect changes in the market price of either the shares of Pinnacle common stock or the shares of Virginia Bank common stock prior to the closing of the merger. As a result, the market value of the stock consideration received by Virginia Bank shareholders will vary with the market price of Pinnacle common stock. Therefore, at the time of the Virginia Bank special meeting, holders of Virginia Bank common stock will not know or be able to calculate the precise market value of the stock consideration they may receive upon completion of the merger, which could be significantly less than the current market value of Pinnacle common stock. Stock price changes may result from a variety of factors including general market and economic conditions, changes in the companies’ respective businesses, operations and prospects, industry trends, market assessment of the likelihood that the merger will be completed as anticipated or at all, developments related to the COVID-19 pandemic, and regulatory considerations. Many of these factors are beyond the control of Pinnacle and Virginia Bank. Virginia Bank shareholders should obtain current market quotations for shares of Pinnacle common stock and Virginia Bank common stock before voting their shares of Virginia Bank common stock or submitting their election to receive the stock consideration or the cash consideration.

In order to allow proxies that have been received by Virginia Bank at the time of the Virginia Bank special meeting to be voted for the Virginia Bank adjournment proposal, Virginia Bank is submitting the Virginia Bank adjournment proposal to its shareholders as a separate matter for their consideration. This proposal asks Virginia Bank shareholders to authorize the holder of any proxy solicited by the Virginia Bank board of directors on a discretionary basis to vote in favor of adjourning the Virginia Bank special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Virginia Bank shareholders who have previously voted.

On May5, 2020, several of Virginia Bank’s board members met by videoconference with members of Virginia Bank’s and Pinnacle’s management teams and representatives of Performance Trust, Janney and Williams Mullen. During the videoconference, the respective management teams updated the Virginia Bank board members on the impacts of COVID-19 on both banks and the status of the transaction, and representatives of Performance Trust and Janney reviewed recent developments in financial markets, the bank merger and acquisition market generally, the impact of COVID-19 generally and on the merger, and potential revisions to the merger consideration. Following these presentations, the members of Pinnacle’s management team and Performance Trust left the meeting, and the Virginia Bank board members discussed the foregoing matters and asked questions of Virginia Bank’s management team, Janney, and Williams Mullen. Following a detailed discussion, the Virginia Bank board members recommended that Virginia Bank and Pinnacle continue discussions regarding updates to the merger consideration, with a view towards presenting updated merger terms to the full boards of directors of both institutions later that month.

Table of Contents On June9, 2020, the Pinnacle board of directors held a regularly scheduled meeting, at which it considered an amendment to the merger agreement to implement the proposed revisions to the merger consideration. Members of Pinnacle’s management team, as well as representatives of Performance Trust and Troutman Pepper, were also in attendance. The Pinnacle board of directors had been provided with a set of meeting materials in advance of the meeting including a draft of the amendment to the merger agreement and a financial presentation prepared by Performance Trust. At this meeting, Performance Trust reviewed with the Pinnacle board of directors the financial aspects of the proposed merger and rendered an opinion (which was initially rendered verbally and then confirmed in a written opinion, dated June9, 2020) to the effect that, as of the date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Performance Trust as set forth in such opinion, the merger consideration as updated by the proposed amendment to the merger agreement was fair, from a financial point of view, to Pinnacle’s shareholders. Representatives of Troutman Pepper reviewed with the Pinnacle board of directors the draft of the amendment to the merger agreement and directors’ fiduciary duties under applicable law.

On June9, 2020, the Virginia Bank board held a regularly scheduled meeting, with representatives of Janney and Williams Mullen present, at which it discussed and considered an amendment to the merger agreement to reflect the proposed revisions to the merger consideration. The Virginia Bank board of directors had been provided with a set of meeting materials in advance of the meeting including the amendment to the merger agreement and a financial presentation prepared by Janney. At the meeting, a representative of Janney provided an oral opinion, which was subsequently confirmed in writing, that, based upon and subject to the assumptions, limitations, qualifications and conditions set forth in its opinion, as of the date of the meeting, the revised merger consideration to be received by the holders of Virginia Bank common stock pursuant to the amendment to the merger agreement was fair from a financial point of view.

Janney compared the estimated future earnings per share (“EPS”) and tangible book value per share (“TBV”) for Virginia Bank as a standalone entity to the future pro forma EPS and TBV resulting from the merger. As a baseline, Janney estimated future EPS and TBV for Virginia Bank derived from projections developed by Janney with the assistance of management. Janney also developed estimates of EPS and TBV for the combined company using assumptions regarding the anticipated cost savings and other synergies resulting from the merger, estimated purchase accounting adjustments, estimated merger-related expenses, and future earnings guidance for Pinnacle as a standalone company provided by Pinnacle management. Then using the exchange ratio Janney compared the pro forma EPS and TBV for the combined company with the EPS and TBV for Virginia Bank as a standalone entity. This analysis indicated that the merger should be accretive to the pro forma EPS a Virginia Bank shareholder receiving the stock consideration should realize in 2020 through 2025. The analysis also suggested that the transaction should be immediately accretive to TBV for Virginia Bank shareholders who receive the stock consideration. However, the actual results achieved by the combined company following the merger may vary from the projected results, and the variations may be material.

Pinnacle has appointed Computershare to serve as the exchange agent for the payment and exchange of the merger consideration. At or prior to the closing of the merger, Pinnacle will deposit with the exchange agent the number of shares of Pinnacle common stock for the stock consideration to be delivered in the merger (which shall be delivered in book-entry form) and cash equal to the aggregate amount of the cash consideration and cash in lieu of fractional shares payable in the merger.

Within 10 business days after the exchange agent completes the allocation procedures described below, the exchange agent will send transmittal materials to each Virginia Bank shareholder for use in exchanging Virginia Bank common stock certificates for the merger consideration. The exchange agent will deliver the merger consideration allocated to each Virginia Bank shareholder, and a check for cash payable in lieu of fractional shares of Pinnacle common stock, promptly once it receives the properly completed transmittal materials and such Virginia Bank shareholder has properly surrendered all shares of Virginia Bank common stock for exchange.

(b) Letter of Transmittal. Prior to the Effective Time, PPBN shall prepare appropriate and customary transmittal materials on which PPBN and VABB shall mutually agree (the “Letter of Transmittal”) for use in exchanging shares of VABB Common Stock held by each former shareholder of record of VABB immediately before the Effective Time for the Merger Consideration. The Letter of Transmittal and accompanying instructions shall include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares (as defined herein). The Letter of Transmittal shall specify that delivery of the Letter of Transmittal and, as applicable, title and risk of loss with respect to (i)an outstanding Certificate or outstanding Certificates that immediately prior to the Effective Time represent outstanding shares of VABB Common Stock (the “Certificates”), and (ii)uncertificated shares of VABB Common Stock represented by book-entry (“Book-Entry Shares”), in each case other than VABB Cancelled Shares and Dissenting Shares, shall be effected only upon proper delivery of the completed Letter of Transmittal and, as applicable and subject to Section2.3(f), the surrender of the Certificates or Book-Entry Shares to the Exchange Agent. PPBN shall make available and mail the Letter of Transmittal as promptly as practicable after the Exchange Agent completes the allocation procedures set forth in Section2.2, and in no event more than ten (10)business days after the Effective Time, to all persons who were record holders of shares of VABB Common Stock immediately prior to the Effective Time, and use its reasonable best efforts to make the Letter of Transmittal available to any such shareholder who requests such Letter of Transmittal.

We understand that Pinnacle Bankshares Corporation (“PPBN”) intends to enter into an amendment (the “Amendment”) to the Agreement and Plan of Reorganization (the “Agreement” and), dated January21, 2020, by and between PPBN and Virginia Bank, Bankshares Inc. (“VABB”), which provides for the merger of VABB with and into PPBN (the “Merger”). For the purposes of this Opinion (as defined below), the Agreement as amended by the Amendment is referred to as the “Amended Agreement.” At the Effective Time, by virtue of the Merger and subject to the terms and conditions of the Amendment Agreement, 60% of VABB common stock issued and outstanding shall be converted into 0.540 shares of PPBN common stock and 40% of VABB common stock issued and outstanding will be converted into cash at a value of $16.00 per share (the “Per Share Merger Consideration”). Aggregate Merger Consideration shall mean the Per Share Merger Consideration assuming the before mentioned split of 60% stock consideration and 40% cash consideration. Based upon PPBN’s 10-trading day average calculated on June8, 2020 of $19.729, the implied value of the Aggregate Merger Consideration was $23.5million as of such date.

The Amendment provides that for each share of Virginia Bank common stock outstanding Shareholders may elect to receive either .54 shares of Pinnacle common stock (the “Stock Consideration”) or $16.00 of cash (the “Cash Consideration”), subject to the limitation that 60% of the shares of Virginia Bank common stock outstanding will be exchanged for the Stock Consideration and 40% of the shares of Virginia Bank common stock outstanding will be exchanged for the Cash Consideration. Taken together, the Stock Consideration and the Cash Consideration constitute the “Merger Consideration”. Based on the closing price of $20.00 for Pinnacle’s common stock on June8, 2020 and 1,835,468 shares of Virginia Bank common stock outstanding as of March31, 2020, the aggregate Merger Consideration is $23.6million.

Under the terms of the agreement, Virginia Bank shareholders will have the opportunity to elect to receive either $16.00 of cash (the “Cash Consideration”) or 0.5000 shares of Pinnacle common stock (the “Stock Consideration”) for each share of Virginia Bank common stock held, subject to the limitation that 70% of the shares will be exchanged for the Stock Consideration and 30% of the shares will be exchanged for the Cash Consideration. After the merger of Virginia Bank into Pinnacle, Pinnacle shareholders will own 71% of the combined company, and Virginia Bank shareholders will own approximately 29%.

Pinnacle entered into an agreement with Virginia Bank Bankshares, Inc. (or “Virginia Bank”), effective January21, 2020 and as amended on June9, 2020 (as amended, the “Merger Agreement”), pursuant to which Virginia Bank will merge with and into Pinnacle (the “Merger”) with Pinnacle surviving the Merger. Under the Merger Agreement, Virginia Bank shareholders will have the opportunity to elect to receive either $16.00 of cash (the “Cash Consideration”) or 0.5400 shares of Pinnacle common stock (the “Stock Consideration”) for each share of Virginia Bank common stock held, subject to the limitation that 60% of the shares will be exchanged for the Stock Consideration and 40% of the shares will be exchanged for the Cash Consideration. Completion of the Merger remains subject to certain conditions, including approval of the Merger by the appropriate federal and state banking regulatory agencies and approval of the Merger by shareholders of each of Pinnacle and Virginia Bank. Pinnacle expects to complete the acquisition of Virginia Bank during the fourth quarter of 2020.

In connection with the offer and the merger, MTGE common stockholders will receive, at their election, the mixed consideration, the all-cash consideration or the all-stock consideration. The mixed consideration and all-stock consideration provide for a fixed number of shares of Annaly common stock for each share of MTGE common stock. In addition, MTGE common stockholders who make the all-cash election or the all-stock election will be subject to proration so that approximately 50.0% of the aggregate consideration in the offer and merger will be paid in shares of Annaly common stock and approximately 50.0% of the aggregate consideration in the offer will be paid in cash. As a result, a portion of the consideration that MTGE common stockholders who make the all-cash election will receive in the offer and the merger may be a fixed number of shares of Annaly common stock. Because the number of shares of Annaly common stock being offered as part of the portion of the common transaction consideration will not vary based on the market value of Annaly common stock, the market value of the common transaction consideration that you will receive in the offer or the merger that is based on the value of Annaly common stock will vary based on the price of such stock at the time you receive the common transaction consideration. The market price of Annaly common stock may decline after the date of this document, after you tender your shares and/or after the offer and the merger are completed.

On April 13, 2018, the MTGE special committee held a telephonic meeting, with representatives of Barclays and Cooley also attending, to discuss the process and the status of the various proposals. Barclays reviewed and compared the Annaly April 10 Proposal and the AGNC April 12 Proposal. From a financial point of view, the MTGE special committee considered the Annaly April 10 Proposal more favorable to MTGE stockholders based on the higher price and higher mix of cash consideration. Barclays also updated the MTGE special committee on the status of potential proposals from Company A and Company B. Company A had not followed up with an indicative valuation. Barclays noted that the verbal proposal from Company B was based on deal consideration comprised 100% of stock of the acquirer and would likely require a vote of the stockholders of both Company B and MTGE as a condition to closing. The MTGE special committee and Barclays considered the proposal as less favorable to MTGE stockholders. Barclays advised the MTGE special committee that it believed it was unlikely that MTGE would receive an improved offer from Company B in advance of Annaly’s deadline to enter into exclusivity.

On April 24, 2018, the MTGE special committee had a telephonic meeting, with representatives of Barclays and Cooley also attending. Cooley reviewed the material terms of the proposed merger agreement, including the expected timing of the exchange offer and regulatory approvals, the deal protection provisions and termination fee, and the closing conditions. The MTGE special committee and advisors also reviewed the economic terms of Annaly’s proposal and expressed a preference for a mix of cash and stock consideration. After discussion, the MTGE special committee instructed Barclays to provide further analysis of a cash-stock election and provided guidance to Cooley on the open merger agreement issues. The MTGE special committee also noted the potential for extending the exclusive negotiation period and determined it would be appropriate to extend for seven days to provide for an additional period of negotiation if needed after Annaly’s earnings announcement on May3, 2018. Later that day, representatives of MTGE and Annaly had a call, with Cooley and Wachtell Lipton (along with regulatory counsel) present, to negotiate the representations and covenants in the merger agreement. That evening, Cooley and Wachtell Lipton continued to discuss the merger agreement and timing of regulatory approvals.

Each MTGE common stockholder as of immediately prior to the consummation of the merger will be entitled to elect to receive the mixed consideration, the all-cash consideration or the all-stock consideration. The election will be made on a form of election and transmittal that will be mailed promptly after the effective time of the merger to record holders of shares of MTGE common stock and to brokers, dealers, commercial banks, trust companies and similar persons who names, or the names of whose nominees, appear on MTGE’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, so that they can complete the forms of election and transmittal on behalf of beneficial owners of shares of MTGE common stock. To make such election, MTGE common stockholders must submit an effective, properly completed form of election and transmittal to the exchange agent before 5:00 p.m. Eastern Time, on the 20thcalendar day following the date on which the forms of election are mailed (the “merger election deadline”). Holders of record of shares of MTGE common stock who hold such shares as nominees, trustees or in other representative capacities may submit multiple forms of election on behalf of their respective beneficial holders.

To effect the exchange of shares of MTGE common stock, promptly after the effective time of the merger, Annaly will cause the exchange agent to mail to each record holder of shares of MTGE common stock a form of election and letter of transmittal and instructions for surrendering the book-entry shares and/or the stock certificates that formerly represented shares for the common transaction consideration. See “—Merger Consideration for Common Stock—Election Procedures.” After surrender to the exchange agent of book-entry shares and/or certificates that formerly represented shares of MTGE common stock for cancellation, together with an executed form of election and transmittal, the record holder of the surrendered book-entry shares and/or certificates will be entitled to receive the applicable common transaction consideration. To effect the exchange of shares of MTGE Series A preferred stock, promptly after the effective time of the merger, the exchange agent will mail to each record holder of MTGE Series A preferred stock a form of letter of transmittal and instructions for surrendering the book-entry shares and/or stock certificates that formerly represented shares for the shares of Annaly Series H preferred stock. After surrender to the exchange agent of book-entry shares and/or certificates that formerly represented MTGE Series A preferred stock for cancellation, together with an executed form of letter of transmittal, the record holder of the surrendered book-entry shares and/or certificates will be entitled to receive shares of Annaly Series H preferred stock.

(f) Adjustment to Merger Consideration. The Merger Consideration, Maximum Cash Shares in Merger, Merger Cash Proration Factor and Merger Stock Proration Factor shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock, Company Preferred Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of Company Shares, Company Preferred Shares or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section3.1(f) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement. For the avoidance of doubt, for Tax purposes, no adjustment shall be made to the Merger Consideration, Maximum Cash Shares in Merger, Merger Cash Proration Factor or Merger Stock Proration Factor to reflect the effect of any cash distribution permitted to be made by the Company under this Agreement prior to the Effective Time, including any cash dividend paid pursuant to Section6.4(a).

Q:Am I guaranteed to receive the form of consideration I elect to receive in the Merger? A:If you properly elect to receive the Share Consideration, yes. If you properly elect to receive the Cash Consideration, you are not guaranteed to receive entirely Cash Consideration. Under the Merger Agreement, the aggregate Cash Consideration payable in the Merger is capped at $130million. Depending on the elections made by other Angie's List stockholders, the aggregate Cash Consideration cap of $130million may be exceeded in which case Angie's List stockholders who properly elected to receive Cash Consideration in the Merger will receive a portion of their Merger Consideration in respect of the Angie's List shares for which the Cash Consideration was properly elected in the form of the Share Consideration. If the aggregate number of shares of Angie's List common stock in respect of which Cash Consideration is properly elected is less than or equal to 15,294,118 shares (which is the quotient obtained by dividing the aggregate Cash Consideration cap of $130million by $8.50, the per-share Cash Consideration amount), then (i)all shares of Angie's List common stock for which Cash Consideration was properly elected will be converted into the right to receive the Cash Consideration and (ii)all other shares of Angie's List common stock (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive the Share Consideration in the Merger, including any shares of Angie's List common stock for which no election is properly made.

properly elected to receive Cash Consideration in the Merger will receive a portion of their Merger Consideration in respect of the Angie's List shares for which the Cash Consideration was properly elected in the form of the Share Consideration. Stockholders who receive the Share Consideration will be subject to a number of additional risks relating to ANGI Homeservices and its ClassA shares (including the market for buying and selling such shares), as discussed elsewhere in this section.

is properly made. As an illustration of this possible outcome, if the exchange agent has received proper elections (not properly withdrawn) for the Cash Consideration in respect of 25,000,000 shares of Angie's List common stock as of the election deadline, then an Angie's List stockholder who properly elected to receive the Cash Consideration in respect of 10 shares of Angie's List common stock will receive the Cash Consideration in respect of six of those shares (or $51 in the aggregate), and the Share Consideration in respect of the other four shares for which Cash Consideration was elected. This illustrative proration is calculated as the product of (i)the quotient of 15,294,118 divided by 25,000,000 (the number of shares for which Cash Consideration was properly elected), which equals 0.612, multiplied by (ii)10, the number of shares of Angie's List common stock in respect of which the hypothetical stockholder properly elected the Cash Consideration. This amount (6.12) is then rounded to the nearest whole number, which is 6, and the stockholder will receive $51 in exchange for six shares of Angie's List common stock (i.e., 6 multiplied by $8.50). Had the aggregate Cash Consideration cap not been exceeded (i.e., if the Cash Consideration was properly elected in respect of 15,294,118 or fewer shares of Angie's List common stock in the aggregate), then the hypothetical stockholder would have received $85 in cash, without interest, in respect of such stockholder's 10 shares, and no Share Consideration.

If any portion of the Merger Consideration deposited with the exchange agent is not claimed within 180days of the Closing Date, then it will be delivered to ANGI Homeservices upon its demand. Thereafter, any Angie's List stockholder who has not complied with the exchange procedures of the Merger Agreement may thereafter look only to ANGI Homeservices or Angie's List (subject to applicable abandoned property, escheat or similar laws) as general creditor for payment of the applicable Merger Consideration. None of IAC, ANGI Homeservices, Angie's List, Merger Sub or the exchange agent will be liable to any person for any portion of the Merger Consideration or amounts deposited with the exchange agent that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the Merger Consideration that remains undistributed to Angie's List stockholders as of the second anniversary of the Closing Date (or immediately prior to any earlier date on which the applicable Merger Consideration would otherwise escheat to or become the property of any governmental entity) will, to the extent permitted by applicable law, become the property of Angie's List as the surviving company in the Merger, free and clear of all claims or interest of any other person.

(a)Deposit of Merger Consideration.Prior to the Effective Time, IAC shall deposit or cause NewCo to deposit with the Exchange Agent evidence of NewCo ClassA Common Stock in book-entry form (and/or certificates representing such NewCo ClassA Common Stock, at IAC's election) representing the number of shares of NewCo ClassA Common Stock issuable pursuant to Section2.1(a)(i) and cash in immediately available funds in an amount sufficient to deliver the aggregate Merger Consideration (excluding any cash to be paid in lieu of fractional shares pursuant to Section2.1(d)) (such cash and shares, together with any dividends or distributions with respect thereto, the "Exchange Fund").

On 1 July 2019, the Bidder announced that it had decided to increase the Original Consideration. On 4 July 2019, the Bidder published a modification to the Offer Document (“Modified Offer Document”) pursuant to Sections 21 (2) Clause 1, 14 (3) Clause 1 No. 2 WpÜG) for the Offer .

By contrast with takeover and mandatory offers, in the case of a public purchase offer such as is the case with this Offer, no statutory requirements exist in relation to the type or level of consideration. The regulations of Section 31 of the German Securities Acquisition and Takeover Act (WpÜG) are not applicable for the Offer. In this procedure, the Bidder is consequently under no legal obligation to offer to a consideration in accordance with statutory regulations, but can instead freely determine the type and level of the consideration it is offering.

(a)This Explanatory Statement is not a prospectus for the purposes of the Prospectus Directive. This Explanatory Statement is only being distributed to and is only directed at Scheme Creditors: (i) who are not incorporated or situated in any member state of the European Economic Area (the "EEA"), (ii) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and any implementing measure in each member state of the EEA, or (iii) in compliance with any other circumstances falling within Article 3(2) of the Prospectus Directive (all such persons together being referred to as "Relevant Persons"). This Explanatory Statement has been prepared on the basis that all offers of the Scheme Consideration will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Scheme Consideration. Accordingly, any person making or intending to make any offer within the EEA of the Scheme Consideration should only do so in circumstances in which no obligation arises for the Company or Energy Resources to produce a prospectus for such offer. Neither the Company nor Energy Resources has authorised the making of any offer of any of the Scheme Consideration through any financial intermediary other than offers made by the Company or Energy Resources as contemplated by this Explanatory Statement.

The Distribution Confirmation is a document that Scheme Creditors (or their Account Holder, if applicable) must complete in order to confirm (among other things) that the Scheme Creditor (or its Designated Recipient, if applicable) may lawfully be issued the Scheme Consideration. The Distribution Confirmation is appended to the Account Holder Letter. Failure to submit a Distribution Confirmation will result in no Scheme Consideration being issued to that Scheme Creditor or its Designated Recipient, if applicable.

The Designated Recipient Form is a form that Scheme Creditors may complete in order to appoint, should they wish, a Designated Recipient to be the recipient of some or all of the Scheme Consideration that would otherwise be issued to such Scheme Creditor. In addition, any Scheme Creditor that is a Disqualified Person or Prohibited Transferee will only be entitled to have its Scheme Consideration issued to a Designated Recipient and must therefore complete and return a Designated Recipient Form in order to receive any Scheme Consideration. The Designated Recipient Form is appended to the Account Holder Letter.

(c)IF A DULY COMPLETED ACCOUNT HOLDER LETTER AND DISTRIBUTION CONFIRMATION IS NOT SUBMITTED BY OR ON BEHALF OF A SCHEME CREDITOR SO IT IS RECEIVED BY THE INFORMATION AGENT BY THE BAR DATE THAT SCHEME CREDITOR WILL NOT RECEIVE SCHEME CONSIDERATION ON THE FINAL DISTRIBUTION DATE AND WILL RECEIVE ZERO SCHEME CONSIDERATION. THE BAR DATE WILL BE A TIME TO BE SPECIFIED ON THE DATE FALLING 12 MONTHS AFTER THE RESTRUCTURING EFFECTIVE DATE (OR IF SUCH DATE IS NOT A BUSINESS DAY, THE NEXT BUSINESS DAY AFTER THAT DATE) AS NOTIFIED BY THE COMPANY PURSUANT TO THE PROVISIONS OF THE SCHEMES.

The Company and the Joint Provisional Liquidators have not analysed, and this Explanatory Statement does not discuss, the tax consequences to any Scheme Creditor of the Restructuring. Such tax consequences may be complex and each Scheme Creditor is urged to consult its own tax adviser with respect to the tax consequences of the Restructuring in light of such person’s particular circumstances, including the tax consequences in any jurisdiction of the exchange of interests in the Old Notes for any Scheme Consideration, and the receipt, ownership and disposition of such Scheme Consideration. Scheme Creditors are liable for any taxes that may arise as a result of the Schemes and the Restructuring, and shall have no recourse to the Company, Energy Resources, the Old Notes Subsidiary Guarantors, the New Notes Guarantors, the Joint Provisional Liquidators, the New Notes Trustee, the Information Agent or any other person in respect of such taxes or any filing obligation with respect thereto.