ARC ARC Document Solutions Inc

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of ARC Document Solutions, Inc. (the “Company” or “ARC”), which will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 2600 El Camino Real, Suite 400, Palo Alto, California 94306, on [  ], at [  ] Pacific Time. Details regarding the business to be conducted at the Special Meeting are described in the accompanying proxy statement and the accompanying notice of Special Meeting (the “Notice of Special Meeting”).

At the Special Meeting you will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of August 27, 2024 (the “Merger Agreement”), by and among TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”), TechPrint Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and ARC, pursuant to which Merger Sub will merge with and into ARC with ARC surviving the merger as the surviving corporation (the “Surviving Corporation”) and a subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Kumarakulasingam Suriyakumar, Chairman and Chief Executive Officer of ARC, Dilantha Wijesuriya, President and Chief Operating Officer of ARC, Jorge Avalos, Chief Financial Officer of ARC, Rahul Roy, Chief Technology Officer of ARC, Sujeewa Sean Pathiratne, a private stockholder of ARC, the Suriyakumar Family Trust, the Shiyulli Suriyakumar 2013 Irrevocable Trust and the Seiyonne Suriyakumar 2013 Irrevocable Trust (collectively, the “Acquisition Group”).

If the Merger is completed, at the effective time of the Merger, each share of ARC’s common stock, $0.001 per share (“ARC Common Stock”), issued and outstanding immediately prior to the effective time of the Merger, other than shares of ARC Common Stock held by the Acquisition Group (such shares “Rollover Shares”) and certain other excluded shares pursuant to the terms of the Merger Agreement, shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $3.40 per share of ARC Common Stock (“Merger Consideration”), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. The members of the Acquisition Group, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, agreed pursuant to the terms of that certain rollover agreement, dated as of August 27, 2024 (and subsequently amended on September 10, 2024), to immediately prior to the effective time of the Merger, (i) contribute their Rollover Shares to Parent in exchange for common units of Parent (“Parent Units”) and (ii) with respect to those members of the Acquisition Group who hold equity awards (“Rollover Equity Awards” and together with the “Rollover Shares”, the “Rollover Equity”) granted under ARC’s 2021 Incentive Plan, 2014 Stock Incentive Plan or 2005 Stock Plan, contribute the shares of ARC Common Stock received with respect to such Rollover Equity Awards pursuant to the Merger Agreement to Parent in exchange for Parent Units. A copy of the Rollover Agreement is attached as Annex C to the accompanying proxy statement. Following the Merger, the Surviving Corporation will become a wholly-owned subsidiary of Parent.

Upon completion of the transaction, ARC will become a private company and ARC will no longer be required to file periodic and other reports with the United States Securities and Exchange Commission (the “SEC”) with respect to ARC Common Stock. After the completion of the Merger, you will no longer have an equity interest in ARC and will not participate in any potential future earnings of ARC. The Merger Agreement and the transactions contemplated thereby, including the Merger, are described further in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to attend the Special Meeting, you are urged to submit a proxy to vote your shares as promptly as possible to ensure your representation at the Special Meeting. Please review the instructions in the accompanying Notice of Special Meeting and proxy statement regarding the submission of proxies and voting.

The proposed transactions constitute a “going-private transaction” under the rules of the SEC. If the Merger is completed, ARC will become a privately held company, wholly-owned by Parent. The members of the Acquisition Group together hold approximately 15.8% of the voting power of ARC’s outstanding capital stock as of the date of this notice.

On April 8, 2024, ARC’s Board of Directors (the “ARC Board”) formed a special committee (the “Special Committee”) consisting entirely of independent, disinterested directors of ARC to, among other things, review and evaluate the non-binding proposal received from Mr. Suriyakumar on such date (the “April Proposal”), which outlined Mr. Suriyakumar’s intent to explore and evaluate a potential acquisition of the outstanding shares of ARC Common Stock not already owned by Mr. Suriyakumar in a going-private transaction at a purchase price of $3.25 per share in cash. The Special Committee, as more fully described in the enclosed proxy statement, evaluated the April Proposal with the assistance of its own independent financial and legal advisors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on August 27, 2024, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, ARC and its stockholders (other than the Rollover Stockholders), (ii) determined that it is advisable and in the best interests of ARC and its stockholders (other than the Rollover Stockholders) to enter into the Merger Agreement and (iii) recommended that the ARC Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger. As part of its evaluation of the Merger, the Special Committee received advice from the Special Committee’s independent legal and financial advisors, consulted with ARC’s management and considered various material factors, as summarized in the accompanying proxy statement.

Based on the unanimous recommendation of the Special Committee, the ARC Board, pursuant to resolutions adopted at a meeting of the ARC Board held on August 27, 2024, unanimously (other than Mr. Suriyakumar, who recused himself due to his status as a member of the Acquisition Group and as a Rollover Stockholder) (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and the best interests of ARC and its stockholders (other than Rollover Stockholders), (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) approved the execution and delivery by ARC of the Merger Agreement, the performance by ARC of its covenants and agreements contained therein and, subject to the receipt of the Requisite Stockholder Approval of the Merger Agreement Proposal, the consummation of the Merger and any other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) resolved to recommend that the stockholders of ARC vote to approve the adoption of the Merger Agreement, in each case on the terms and subject to the conditions set forth in the Merger Agreement and (v) directed that the Merger Agreement be submitted to ARC’s stockholders for its adoption.

The ARC Board (excluding Mr. Suriyakumar) recommends that you vote “FOR” the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Your vote is very important, regardless of the number of shares of ARC Common Stock you own. The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of ARC Common Stock entitled to vote on the adoption of the Merger Agreement Proposal.

Each record holder of shares of ARC Common Stock is entitled to one vote for each share of ARC Common Stock owned of record on the Record Date. If you fail to vote on the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, the effect will be the same as a vote against the proposal.

Pursuant to rules of the SEC, you will also be asked to approve, by nonbinding, advisory vote, certain compensation arrangements for ARC’s named executive officers in connection with the Merger (which we refer to as the “Merger-Related Compensation Proposal”). The approval of the Merger-Related Compensation Proposal requires the affirmative vote of a majority of the shares of ARC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present.

The ARC Board (excluding Mr. Suriyakumar) recommends that you vote “FOR” the Merger-Related Compensation Proposal.

You will also be asked to vote at the Special Meeting on one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, which proposal to adjourn the Special Meeting, if necessary or appropriate, requires the affirmative vote of the holders of a majority of the shares of ARC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present.

The ARC Board (excluding Mr. Suriyakumar) recommends that you vote “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate.

For each of the foregoing proposals, each record holder of shares of ARC Common Stock is entitled to one vote for each outstanding share of ARC Common Stock owned of record on the Record Date.

In considering the recommendations of the ARC Board, ARC’s stockholders should be aware that the executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of ARC’s stockholders generally. Those interests are more fully described in the accompanying proxy statement. The Special Committee and the ARC Board were aware of these interests and considered them, among other matters, in making their recommendations.

The members of the Acquisition Group, who together hold approximately 15.8% of the voting power of ARC’s outstanding capital stock, entered into a Voting Agreement with Parent and ARC, pursuant to which each of the members of the Acquisition Group have agreed, among other things, to vote their shares of ARC Common Stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement. The Voting Agreement also includes certain restrictions on transfers of shares of ARC Common Stock by the members of the Acquisition Group. A copy of the Voting Agreement is attached as Annex E to the proxy statement and is incorporated by reference in the proxy statement in its entirety.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. The accompanying proxy statement provides you with more detailed information about the Special Meeting and the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and is incorporated by reference in the proxy statement in its entirety. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the accompanying proxy statement in their entirety. You may also obtain additional information about ARC from other documents we have filed with the SEC. In particular, you should read the “Risk Factors” section beginning on page 12 in ARC’s annual report on Form 10-K for the fiscal year ended December 31, 2023, the “Risk Factors” section beginning on page 38 in ARC’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2024 and other risk factors detailed from time to time in ARC’s reports filed with the SEC and incorporated by reference in the accompanying proxy statement in their entirety, for risks relating to our business and for a discussion of the risks you should consider in evaluating the proposed transactions and how they may affect you.

If you have any questions or need assistance voting your shares, please contact the ARC’s proxy solicitor in connection with the Special Meeting:

The accompanying proxy statement is dated [  ], 2024, and is first being mailed to ARC’s stockholders on or about [  ], 2024. Capitalized terms used, but not defined, in this letter to stockholders have the meanings given to such terms in the accompanying proxy statement.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT OR THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the stockholders of ARC Document Solutions, Inc., which we refer to as the “Company” or “ARC,” to be held on [  ], 2024, at [  ] Pacific Time. The Special Meeting will be held at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 2600 El Camino Real, Suite 400, Palo Alto, California 94306. The accompanying proxy statement, including the summary of the Merger Agreement (as defined below) in the proxy statement and the copy of the Merger Agreement attached thereto as Annex A, is incorporated by reference into this Notice of Special Meeting.

The Special Meeting is being held to consider and vote on the following proposals:

Parent and Merger Sub are affiliates of Kumarakulasingam Suriyakumar, Chairman and Chief Executive Officer of ARC, Dilantha Wijesuriya, President and Chief Operating Officer of ARC, Jorge Avalos, Chief Financial Officer of ARC, Rahul Roy, Chief Technology Officer of ARC, Sujeewa Sean Pathiratne, a private stockholder of ARC, the Suriyakumar Family Trust, the Shiyulli Suriyakumar 2013 Irrevocable Trust and the Seiyonne Suriyakumar 2013 Irrevocable Trust (collectively, the “Acquisition Group”), who together hold approximately 15.8% of the voting power of ARC’s outstanding capital stock as of the date of this notice.

These items of business are more fully described in the proxy statement accompanying this Notice of Special Meeting.

The record date for the Special Meeting is [  ], 2024 (the “Record Date”). Only stockholders of record at the close of business on that date are entitled to notice of, and to attend and vote at, the Special Meeting or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. Such proxy need not be a stockholder of ARC. You may submit a proxy to vote your shares on the Internet, by telephone or by mail or you may attend the Special Meeting and vote in person.

The ARC Board of Directors (other than Mr. Suriyakumar, who recused himself due to his status as a member of the Acquisition Group and as a Rollover Stockholder) has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

The proposed transactions constitute a “going-private transaction” under the rules of the SEC. If the Merger is completed, ARC will become a privately held company, wholly-owned by Parent. The members of the Acquisition Group together hold approximately 15.8% of the voting power of ARC’s outstanding capital stock as of the date of this notice.

Your vote is very important, regardless of the number of shares of ARC common stock, par value $0.001 per share (“ARC Common Stock”), you own. The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ARC Common Stock entitled to

vote on the adoption of the Merger Agreement Proposal. If you fail to vote on the Merger Agreement Proposal, the effect will be the same as a vote against the Merger Agreement Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of ARC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present.

The approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of ARC Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For each of the Merger Agreement Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal, each record holder of shares of ARC Common Stock is entitled to one vote for each outstanding share of ARC Common Stock owned of record on the Record Date.

If your shares of ARC Common Stock are held through a broker, bank or other nominee, you are considered the beneficial owner of those shares of ARC Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares of ARC Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares of ARC Common Stock by following their instructions for voting. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote those shares of ARC Common Stock in person at the Special Meeting unless you provide a legal proxy from your broker, bank or other nominee. We do not expect that your broker, bank or other nominee will be permitted to vote your shares of ARC Common Stock if you do not instruct your broker, bank or other nominee as to how to vote. If you fail to return your proxy or to attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Proposal.

If the Merger is consummated and certain conditions are met, stockholders (and certain beneficial owners of ARC Common Stock) who continuously hold (or beneficially own, as the case may be) shares of ARC Common Stock from the date of the making of the demand through the effective date of the Merger, who do not vote such shares of ARC Common Stock in favor of the proposal to adopt the Merger Agreement (whether by voting against the proposal to adopt the Merger Agreement, abstaining or otherwise not voting with respect to the proposal to adopt the Merger Agreement), who properly demand appraisal of such shares of ARC Common Stock and do not effectively withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of such shares of ARC Common Stock in connection with the Merger under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”). To do so, a stockholder must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement (which is incorporated herein by reference), and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL is attached to the proxy statement as Annex G and is also incorporated herein by reference.

Your vote is very important. To ensure your representation at the Special Meeting, it is important that you submit a proxy for your shares of ARC Common Stock promptly, whether or not you plan to attend the Special Meeting in person. As promptly as possible, please complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy over the Internet or by telephone by following the instructions set forth on the enclosed proxy card. Stockholders who attend the Special Meeting may revoke their proxies and vote in person.

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of ARC. Please refer to the section of this proxy statement captioned “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully in their entirety. See the section of this proxy statement captioned “Where You Can Find More Information.”

The following, together with the summary of the Merger Agreement set forth under the section titled “The Merger Agreement,” is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the Merger Agreement attached to this proxy statement as Annex A, for a more complete understanding of the Merger. The following description is subject to, and is qualified in its entirety by reference to, the Merger Agreement. You may obtain additional information without charge as described in the section of this proxy statement captioned “Where You Can Find More Information.”

We are asking our stockholders to consider and vote on the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into ARC, with ARC surviving the Merger as the surviving corporation and wholly-owned subsidiary of Parent. If the Merger is completed, the holders of shares of ARC Common Stock immediately prior to the Merger (other than the shares of ARC Common Stock held by the Rollover Stockholders and Dissenting Shares) will have the right to receive the Merger Consideration of $3.40 per share of ARC Common Stock in cash, without interest, less any applicable tax withholding, subject to and in accordance with the terms and conditions set forth in the Merger Agreement.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation between or among members of the Special Committee, the ARC Board, members of ARC’s management, the Special Committee’s advisors and representatives, ARC’s advisors and representatives, or other parties, including the Purchaser Filing Parties and their respective advisors and representatives.

The ARC Board and the Company’s senior management team, with the assistance of the Company’s advisors, regularly review the near-term and long-term strategy, performance, positioning, and operating prospects of the Company with a view toward maximizing stockholder value. These reviews have included, from time to time, discussions as to (i) the best use of the Company’s excess cash (including potentially repurchasing shares of ARC Common Stock or declaring a special dividend), (ii) continued execution of the Company’s strategy as a stand-alone company, and (iii) whether pursuing potential mergers and acquisitions transactions (including a possible business combination with a third party or a possible sale of the Company to a third party) were likely to provide the best opportunity to maximize stockholder value.

On April 8, 2024, the Company received a preliminary non-binding proposal from Mr. Suriyakumar, outlining Mr. Suriyakumar’s intent to explore and evaluate the potential acquisition of the outstanding shares of ARC Common Stock not already owned by Mr. Suriyakumar or his affiliates in a going-private transaction at a purchase price of $3.25 per share in cash (the “April Proposal”). The April Proposal was accompanied by a letter from U.S. Bank National Association (“U.S. Bank”) to Mr. Suriyakumar, stating that U.S. Bank was highly confident the structuring and syndication of credit facilities could be accomplished, with the proceeds from such credit facilities being used as partial consideration for consummation of the transaction described in the April Proposal (the “U.S. Bank Letter”). In the April Proposal, Mr. Suriyakumar stated that he was interested only in pursuing the transaction described in the April Proposal, was not interested in selling his shares of ARC Common Stock in connection with any alternative change of control transaction involving the Company, and expected the ARC Board would appoint a special committee of independent and disinterested directors to consider and approve the transaction described in the April Proposal and, if applicable, make a recommendation to the Board regarding the approval thereof. Additionally, the April Proposal indicated Mr. Suriyakumar might partner with additional investors to pursue the transaction described in the April Proposal, in which case he would request from such special committee a limited waiver under Section 203 of the DGCL to allow him to partner with such additional investors (the “203 Waiver”).

In response to the April Proposal, on April 8, 2024, the ARC Board established the Special Committee, consisting entirely of the following independent, disinterested directors: Bradford L. Brooks, Cheryl Cook, and Mark W. Mealy. The ARC Board formed the Special Committee to explore strategic alternatives relating to the Company in order to fairly evaluate and assess any such alternatives and various aspects thereof and to make recommendations with respect thereto. The ARC Board delegated to the Special Committee power and authority

to take actions with respect to any potential transaction, including, but not limited to (i) evaluating the advisability and fairness of strategic alternatives to the Company and its stockholders (including unaffiliated stockholders of the Company) and, in connection with such evaluation, examining any and all matters concerning any aspect thereof, as the Special Committee deems appropriate; (ii) negotiating, on behalf of the Company, the terms and conditions of any such strategic alternative, including the terms and conditions of any definitive agreements; (iii) rejecting any such strategic alternative, including causing the Company to adopt such defenses to an unsolicited bid as the Special Committee deems reasonably necessary; (iv) making a recommendation to the ARC Board and, if deemed appropriate, to the shareholders of the Company concerning any such strategic alternative; (v) having access to all information reasonably necessary to make an informed decision regarding any such strategic alternatives; and (vi) engaging or retaining, at the expense of the Company, legal counsel and other advisors (including financial advisors) of any nature to the Special Committee, as it deems appropriate. The ARC Board also authorized and directed the directors, officers, agents, attorneys and employees of the Company to assist the Special Committee, its counsel and other designees in any matter that any of the members of the Special Committee may request, including providing information and documents. Ms. Cook and Mr. Mealy were designated by the ARC Board as co-chairs of the Special Committee.

On April 8, 2024 and April 9, 2024, the Special Committee contacted K&L Gates LLP (“K&L Gates”) with respect to potentially serving as legal counsel to the Special Committee. The Special Committee had discussions with K&L Gates with respect to its qualifications and interest in potentially representing the Special Committee. The Special Committee confirmed that K&L Gates had no conflicts of interest involving the Company or Mr. Suriyakumar. The members of the Special Committee also contacted and had discussions with several other national law firms regarding potentially serving as legal counsel to the Special Committee.

On April 16, 2024, the Special Committee engaged K&L Gates as its independent legal advisor to assist in the evaluation of the April Proposal and other strategic alternatives.

On April 19, 2024, the Special Committee met with representatives of K&L Gates by videoconference to discuss the April Proposal, the U.S. Bank Letter, and next steps with respect to the Special Committee’s review and evaluation of the April Proposal and any other strategic alternatives. The Special Committee considered whether a public announcement should be made regarding the ARC Board’s receipt of the April Proposal and the formation of the Special Committee. The Special Committee determined that it was advisable that it conduct its initial evaluation of the April Proposal by engaging a financial advisor to provide feedback regarding the price and other terms of the April Proposal before making a public announcement given the potential disruption that such a public announcement could have on the Company’s business and operations. Beginning on April 22, 2024, the members of the Special Committee contacted several financial advisors with respect to potentially assisting the Special Committee in evaluating the April Proposal and any other strategic alternatives and in otherwise performing its duties.

On April 22, 2024, Ms. Cook contacted William Blair & Company, L.L.C. (“William Blair”) and had an initial, high-level conversation with respect to it potentially acting as financial advisor to the Special Committee.

On April 23, 2024, William Blair executed a customary confidentiality acknowledgement.

On April 25, 2024, Ms. Cook and a representative of K&L Gates had an introductory call with representatives of William Blair regarding William Blair’s qualifications and interest in potentially acting as financial advisor to the Special Committee.

On April 30, 2024, the Special Committee held a meeting by videoconference with a representative of K&L Gates in attendance and reviewed information regarding the expertise, experience, qualifications, and any existing or prior relationships with the Company, Mr. Suriyakumar and any of their or his respective affiliates of the final two financial advisor candidates under consideration by the Special Committee. The Special Committee also discussed with K&L Gates customary fee structures for directors serving on board special committees and potential disclosure and other issues for both the Company and Mr. Suriyakumar related to the April Proposal and potential next steps.

On May 2, 2024, Mr. Suriyakumar’s counsel, Loeb & Loeb LLP (“Loeb & Loeb”), discussed the proposed 203 Waiver referenced in the April Proposal with K&L Gates. At K&L Gates’ request, Loeb & Loeb provided a

list of the individuals (Dilantha Wijesuriya, Jorge Avalos, Rahul Roy, Sujeewa Sean Pathiratne, and Mr. Suriyakumar’s two children) Mr. Suriyakumar wished to approach in connection with the transaction contemplated by the April Proposal. K&L Gates informed Loeb & Loeb it would discuss the request for the 203 Waiver with the Special Committee.

On May 3, 2024, K&L Gates informed the Special Committee of the identities of the members of the Acquisition Group.

Also on May 3, 2024, the Special Committee and representatives of K&L Gates met with representatives of William Blair to further discuss William Blair’s qualifications and interest in potentially acting as financial advisor to the Special Committee.

Beginning on May 6, 2024, the members of the Special Committee and representatives of K&L Gates contacted consulting firms with respect to (i) developing five-year financial projections to assist both the Special Committee and its financial advisor in evaluating the April Proposal and considering other strategic alternatives and (ii) providing due diligence and independent review of the reasonableness of financial projections that had been or may be developed by the Company.

On May 7, 2024, the Company issued a press release with respect to its first quarter financial results in which it reported net sales of $70.8 million, adjusted net income attributable to the Company of $2.6 million, EBITDA of $7.9 million and Adjusted EBITDA of $8.6 million. That afternoon, the Company held an investor conference call to discuss its results for the first fiscal quarter of 2024.

On May 7, 2024, at the direction of the Special Committee, K&L Gates informed Loeb & Loeb that it was premature for the Special Committee to consider the 203 Waiver request in light of the current status of the Special Committee’s evaluation of the April Proposal.

On May 7, 2024, Ms. Cook informed William Blair that the Special Committee wished to retain it as the Special Committee’s financial advisor. A formal engagement letter was prepared and negotiated over the following week. The Special Committee determined to engage William Blair based on William Blair’s expertise, experience, qualifications, independence and reputation, subject to confirmation of no relationship disclosures and negotiation of an engagement letter.

On May 8, 2024, the Company filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024.

On May 8, 2024, a representative of K&L Gates had an introductory call with AlixPartners, LLP (“AlixPartners”) regarding its qualifications and interest in potentially assisting the Special Committee with (i) developing five-year financial projections to assist both the Special Committee and its financial advisor in evaluating the April Proposal and considering other strategic alternatives and (ii) providing due diligence and independent review of the reasonableness of financial projections that had been or may be developed by the Company. Later that day, AlixPartners executed a customary confidentiality acknowledgement, and there were further discussions among the Special Committee and its advisors over the balance of that week regarding AlixPartners’ experience and proposed pricing arrangements with respect to an engagement.

On May 13, 2024, the Special Committee and representatives of K&L Gates met by videoconference with representatives of William Blair to review William Blair’s proposed process for evaluating the April Proposal and any other strategic alternatives. The members of the Special Committee and representatives of William Blair and K&L Gates discussed the Special Committee potentially engaging a third-party consultant to (i) develop five-year financial projections to assist both the Special Committee and William Blair in evaluating the April Proposal and considering other strategic alternatives and (ii) provide due diligence and independent review of the reasonableness of financial projections that had been or may be developed by the Company. The Special Committee determined this was particularly important in light of Mr. Suriyakumar’s desire (stated in the April Proposal) to possibly form an investor consortium and Loeb & Loeb’s acknowledgement that such group would include members of the Company’s management team. The Special Committee concluded that it would be advisable for an independent third-party consultant to prepare five-year financial projections for the Company to facilitate the Special Committee’s evaluation of the April Proposal and any other strategic alternatives and to enable its financial advisor to perform the financial analyses necessary to assist with such evaluation. Representatives of William Blair also informed the Special Committee that William Blair had not provided any work or services to Mr. Suriyakumar or ARC in the previous two years. Following the departure of the

William Blair representatives from the meeting, K&L Gates discussed the request from Loeb & Loeb and Mr. Suriyakumar with respect to the 203 Waiver. The Special Committee determined not to consider the 203 Waiver until it had formally engaged a financial advisor and further considered the April Proposal.

Also on May 13, 2024, representatives of K&L Gates provided the Company with an initial list of due diligence questions to assist with its work for the Special Committee. Over the next week, the Company uploaded numerous documents relating to its business, operations and legal structure for the Special Committee’s advisors to review on a virtual data room (the “VDR”).

On May 14, 2024, an engagement letter was entered into with William Blair, formally engaging it as the Special Committee’s financial advisor.

Also on May 14, 2024, representatives of Willaim Blair had an introductory call with Houlihan Lokey, Inc. (“Houlihan Lokey”), the financial advisor engaged by the Purchaser Filing Parties to assist with the proposed transaction contemplated by the April Proposal, in which, among other things, the parties discussed William Blair’s recent engagement, the need for third party assistance with financial projections, and Mr. Suriyakumar’s proposed financing arrangements and overall sources and uses of funds in connection with the proposed transaction.

Further on May 14, 2024, the Special Committee decided to engage AlixPartners as a consultant to prepare five-year financial projections and provide due diligence and independent review of the reasonableness of financial projections that had been or may be developed by the Company.

Finally on May 14, 2024, representatives of K&L Gates met with the Company’s Corporate Counsel and Corporate Secretary, Tracey Luttrell, and the Company’s outside counsel, Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”), by videoconference to discuss a process to provide due diligence materials to the Special Committee and its advisors and any other third parties needing access to such materials in connection with review of any strategic alternatives, including the creation of a virtual data room.

On May 15, 2024, representatives of William Blair held an introductory call with representatives of AlixPartners to discuss various administrative items regarding AlixPartners’ preparation of five-year financial projections, including a proposed process for communication with members of the Company’s management (excluding Mr. Suriyakumar) and access to materials uploaded to the VDR.

On May 16, 2024, the ARC Board approved compensation arrangements for the members of the Special Committee, whereby the members of the Special Committee would receive (i) a one-time retainer fee of $25,000 and (ii) a $10,000 fee for each calendar month of service paid in arrears quarterly beginning on June 30, 2024.

On May 16, 2024, representatives of K&L Gates, William Blair and AlixPartners met with Ms. Luttrell and Jorge Avalos, the Company’s Chief Financial Officer, to discuss a process for AlixPartners to receive necessary materials from the Company in order for it to prepare the five-year financial projections.

On May 17, 2024, the Special Committee formally engaged AlixPartners as an independent third-party consultant to prepare five-year financial projections for the Company and provide due diligence and independent review of the reasonableness of financial projections that had been or may be developed by the Company (including the Three-Year Management Projections (as defined in the section of this proxy statement captioned “Special Factors – Certain Unaudited Prospective Financial Information”)).

On May 21, 2024, representatives from AlixPartners provided the Company with their initial list of due diligence questions to assist with AlixPartners’ work for the Special Committee.

During the next few weeks, representatives of K&L Gates, William Blair and AlixPartners held additional calls with members of the Company’s management (excluding Mr. Suriyakumar) and representatives of WilmerHale to discuss AlixPartners’ due diligence review of the Company’s financial position and operations in connection with its preparation of five-year financial projections for the Company.

On May 28, 2024, members of the Special Committee met by videoconference with representatives of K&L Gates and William Blair to discuss a potential process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company, including by providing such third parties with access to a VDR folder separate from that accessible to the Company’s management, following such third parties’ execution of non-disclosure agreements.

Also on May 28, 2024, in connection with its preparation of the financial projections, AlixPartners participated in a call with representatives of the Company, William Blair, WilmerHale, and K&L Gates to discuss various due diligence matters relating to the Company’s business structure, customers and industry.

On May 31, 2024, representatives of Houlihan Lokey called representatives of William Blair to inform them that Mr. Suriyakumar intended to commence discussions with a potential additional participant in the transaction contemplated by the April Proposal.

After discussing with the Special Committee, on June 2, 2024, representatives of William Blair spoke with Houlihan Lokey regarding Mr. Suriyakumar’s potential discussion with a potential additional transaction participant. The parties discussed that any such conversations may trigger a Schedule 13D filing obligation of Mr. Suriyakumar, but would not otherwise require a waiver under Section 203 (as such additional transaction participant would not cause the combined holdings of ARC Common Stock to equal or exceed 15% which would have required an approval under Section 203). William Blair noted the 203 Waiver was only under consideration and had not been granted and, although the filing of a Schedule 13D was an obligation of Mr. Suriyakumar, the Special Committee’s preference, after discussing with William Blair and K&L Gates, was to complete its initial review of the April Proposal prior to any public announcement of the April Proposal.

The Special Committee met regularly during the month of May, with nine formal meetings and multiple informal videoconferences and teleconferences between and among the members (including with representatives of William Blair, K&L Gates and AlixPartners).

During the second half of May and the first half of June, representatives of Loeb & Loeb and Houlihan Lokey reiterated Mr. Suriyakumar’s request for the 203 Waiver in light of his desire to make progress with his financing arrangements. The Special Committee maintained its May 13, 2024 decision to not consider the request for the 203 Waiver until after AlixPartners completed its work on the financial projections and further progress was made with respect to the Special Committee’s evaluation of the April Proposal with the assistance of William Blair. Representatives of William Blair engaged in multiple conversations with Houlihan Lokey during this period regarding the Special Committee’s timeline for providing formal feedback on the April Proposal. At various times during that period (including over Memorial Day weekend), Mr. Suriyakumar indicated he was considering engaging in discussions with a potential additional transaction participant that would potentially require public disclosure through a Schedule 13D filing, but would not otherwise require a 203 Waiver. The Special Committee, with the assistance of representatives of K&L Gates and William Blair, prepared draft disclosures responding to any such Schedule 13D filing should it occur.

On June 4, 2024, AlixPartners hosted a due diligence call with representatives of the Company, William Blair, WilmerHale, and K&L Gates to request additional information required in connection with their preparation of the financial projections.

On June 5, 2024, AlixPartners hosted a due diligence call with representatives of the Company, William Blair, WilmerHale, and K&L Gates to discuss the Company’s non-U.S. operations, intellectual property and technology.

On June 11, 2024, AlixPartners, with representatives of K&L Gates, William Blair and WilmerHale present, presented members of the Company’s management team (excluding Mr. Suriyakumar) with preliminary financial projections for the Company covering fiscal years 2024 through 2029 based on the data AlixPartners had gathered over the previous weeks. Over the next week, members of Company management (excluding Mr. Suriyakumar) reviewed and provided additional information and input relating to the preliminary financial projections to AlixPartners. While the review with management continued, AlixPartners (i) reviewed documentation provided by the Company in the VDR; (ii) held update calls with the Special Committee on its progress in preparation of the financial projections; (iii) benchmarked key operating and financial metrics of the Company against AlixPartners’ knowledge base and comparable firm public financials; (iv) conducted interviews with certain senior members of Company management (excluding Mr. Suriyakumar); and (v) conducted additional expert interviews with third-party sources to collect insights on market trends and competitive landscape. As AlixPartners’ preparation of the five-year financial projections continued, there was discussion among management, AlixPartners, William Blair, WilmerHale and K&L Gates regarding the level of management involvement and participation with such preparation. The Company’s management (excluding Mr. Suriyakumar) assisted with and provided significant input in connection with AlixPartners’ preparation of the five-year financial projections.

On June 19, 2024, representatives of AlixPartners spoke with members of the Company’s management team (excluding Mr. Suriyakumar) to resolve the remaining open items on the financial projections being prepared by AlixPartners.

On June 20, 2024, at a meeting of the Special Committee held by videoconference, K&L Gates reviewed with the members of the Special Committee their fiduciary duties in connection with evaluating the April Proposal and any other strategic alternatives. Following this presentation, AlixPartners discussed and presented the final financial projections covering fiscal years 2024 through 2029 it had prepared with the input and significant assistance of Company management (excluding Mr. Suriyakumar) (the “June Projections”). AlixPartners reviewed with the Special Committee its approach and diligence with respect to its engagement, a summary of the Company's strategies and business plans, and benchmarking and analyses of the Three-Year Management Projections previously prepared by the Company’s management and used as input for AlixPartners’ work. Following the AlixPartners presentation, the Special Committee approved the June Projections and instructed William Blair to use the June Projections in its financial analysis and review of the April Proposal and any other strategic alternatives. For more information on the assumptions underlying the June Projections, see the section of this proxy statement captioned “Special Factors— Certain Unaudited Prospective Financial Information”.

The Special Committee also received a presentation from William Blair at the June 20, 2024 meeting in which the representatives of William Blair reviewed the terms of the April Proposal, the implied premium to the public trading price of ARC Common Stock, publicly available research analyst views on the Company, and a preliminary financial analysis of the Company using the June Projections that included an analysis of selected public company trading multiples, selected precedent transaction multiple analysis, a discounted cash flow analysis, a leveraged buyout analysis, and an M&A premiums paid analysis.

At the June 20, 2024 meeting, William Blair also reviewed its views on a potential process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company, the Company’s stock price before and after the April Proposal, and potential strategic alternatives and next steps. The members of the Special Committee discussed the respective benefits and risks of continuing to conduct the Company’s business as currently conducted, pursuing financing transactions and other M&A activity, and undertaking a sale of the Company. After further review of the William Blair presentation, the April Proposal and potential next steps, the Special Committee instructed William Blair to conduct a process to determine if there were additional parties interested in undertaking a strategic or other transaction with the Company.

On June 21, 2024, representatives of William Blair contacted Houlihan Lokey to inform it that the Special Committee had determined to conduct a process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company. William Blair also relayed the Special Committee’s initial views on valuation and suggested that Mr. Suriyakumar continue to refine his perspectives on value as such process progressed. Finally, William Blair indicated to Houlihan Lokey that the Special Committee was willing to consider the 203 Waiver to enable Mr. Suiyakumar to further progress his financing and be in a position to make his best offer.

On June 23, 2024, the Special Committee met by videoconference to discuss the possibility of granting the 203 Waiver to Mr. Suriyakumar with respect to U.S. Bank and the members of the Acquisition Group. The Special Committee determined to grant the 203 Waiver on the express condition that Mr. Suriyakumar enter into a non-disclosure agreement with standstill obligations. The Special Committee and its advisors also discussed potentially requiring that any transaction with Mr. Suriyakumar be conditioned on approval by a majority of ARC’s disinterested stockholders.

On June 23, 2024, William Blair sent a draft non-disclosure agreement with standstill obligations and a form of the 203 Waiver to Houlihan Lokey. Representatives of K&L Gates and Loeb & Loeb had multiple conversations over the next few days to negotiate and finalize the forms of each.

On June 27, 2024, the Special Committee recommended that the ARC Board grant the 203 Waiver to Mr. Suriyakumar. Following the Special Committee’s recommendation, the ARC Board unanimously (excluding Mr. Suriyakumar) granted the 203 Waiver to Mr. Suriyakumar with respect to U.S. Bank (and other financing sources that may partner or syndicate with U.S. Bank) and, subject to their execution of the undertaking described below, one or more of the persons identified below. Mr. Suriyakumar also executed a non-disclosure agreement with the Company that included standstill obligations (the “CEO NDA”).

Later on June 28, 2024, the Acquisition Group jointly filed a Schedule 13D with the SEC to report their agreement in principle to work with each other with respect to the transaction contemplated by the April Proposal. Collectively, the members of the Acquisition Group beneficially owned approximately 19.6% of the then outstanding shares of ARC Common Stock. The Acquisition Group also reported certain matters related to fees and expenses associated with pursuit of the transaction contemplated by the April Proposal.

Also on June 28, 2024, the Special Committee met by videoconference and approved a list of 19 third parties for William Blair to contact as part of its process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company. Such third parties consisted of potential strategic buyers and financial sponsors that William Blair believed would be the most likely to have the requisite resources and interest to pursue a strategic transaction with the Company.

The Special Committee met regularly during the month of June with ten formal meetings and multiple informal videoconferences and teleconferences between and among the members (including with representatives of William Blair, K&L Gates and AlixPartners).

On July 1, 2024, at the direction of the Special Committee, representatives of William Blair began contacting the identified group of potential strategic buyers and financial sponsors, informing them of the April Proposal and inviting them to submit indications of interest with respect to a potential acquisition of the Company by July 30, 2024.

Also on July 1, 2024, the Company filed a Current Report on Form 8-K with the SEC announcing its receipt of the April Proposal and the formation, on April 8, 2024, of the Special Committee to review and evaluate the April Proposal. The Form 8-K reported that the Special Committee intended to consider the April Proposal carefully with the assistance of its independent financial and legal advisors. The Company issued a press release to substantially the same effect on July 2, 2024.

During the month of July, at the direction of the Special Committee, representatives of William Blair had discussions with a number of the identified potential strategic buyers and financial sponsors and sent non-disclosure agreements to those parties that expressed interest in continuing to evaluate a possible transaction involving the Company. William Blair engaged with 22 potential bidders, 19 of which were the group of strategic buyers and financial sponsors identified by William Blair and three of which were inbound expressions of interest from third parties not part of such identified group. A total of seven of these 22 potential bidders executed non-disclosure agreements and accessed the VDR (these seven potential bidders are hereinafter referred to as “Party A,” “Party B,” “Party C,” “Party D,” “Party E,” “Party F,” and “Party G”). All of the non-disclosure agreements entered into with these potential bidders were substantially similar and contained customary standstill provisions (including “don’t-ask don’t-waive” provisions).

On July 5, 2024, at the direction of the Special Committee, William Blair opened a Phase I data room for review by any parties that entered into a non-disclosure agreement. The Phase I data room included a presentation that provided an overview of the Company, a financial model of the Company prepared by AlixPartners based on the June Projections, and key business and financial due diligence items.

Also, by July 5, 2024, K&L Gates had received undertakings agreeing to be bound by the terms of the CEO NDA (each, an “Undertaking”) executed by each of Dilantha Wijesuriya, the Company’s President and Chief Operating Officer, Jorge Avalos, the Company’s Chief Financial Officer, Rahul Roy, the Company’s Chief Technology Officer, Sujeewa Sean Pathiratne, a private investor, and two of Mr. Suriyakumar’s children (Seiyonne Suriyakumar and Shiyulli Suriyakumar). After execution of the CEO NDA or an Undertaking, as applicable, William Blair provided VDR access, as requested by Houlihan Lokey, to each of Messrs. Suriyakumar, Wijesuriya, Avalos, Roy and Pathiratne.

On July 11, 2024, K&L Gates sent the Special Committee and William Blair an initial draft merger agreement that could be provided to bidders (including the Acquisition Group) in connection with their process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company and such parties’ preparation of indications of interest.

Later on July 11, 2024, Party A signed a non-disclosure agreement and gained access to the VDR.

On July 12, 2024, the Special Committee received a letter from a stockholder of the Company expressing concerns with various matters associated with the April Proposal and demanding a meeting with the Special Committee (“Stockholder A”).

On July 16, 2024, the Special Committee and representatives of K&L Gates and William Blair discussed the terms of a draft merger agreement to be provided to bidders (including the Acquisition Group) and such parties’ preparation of indications of interest. The Special Committee and its advisors also discussed specific terms that would be included in the draft merger agreement to be provided to the Acquisition Group, including a go-shop provision permitting the solicitation of additional bids after entry into a merger agreement, a reverse termination fee in light of the risks associated with the Acquisition Group’s debt and equity financing arrangements, a voting agreement that would require the members of the Acquisition Group to vote in a favor of a transaction, and a limited guarantee by Mr. Suriyakumar of the obligations of Parent under any such merger agreement. The Special Committee directed that K&L Gates prepare a draft merger agreement to be provided to the Acquisition Group containing such specific terms. The Special Committee also discussed the stockholder letter received from Stockholder A and discussed the possibility having a meeting with Stockholder A.

Also on July 16, 2024, Party B signed a non-disclosure agreement and gained access to the VDR.

Further, on July 16, 2024, in response to the public announcements and press release regarding the April Proposal, William Blair received an inquiry from Party C, an unsolicited potential bidder, interested in participating in the due diligence process to determine whether to pursue a transaction with the Company.

Further, on July 16, 2024, representatives of William Blair sent a draft merger agreement containing the specific terms discussed by the Special Committee at its meeting earlier that day to Houlihan Lokey. In light of discussions and review over the prior weeks, such draft merger agreement did not contain a condition that the proposed merger be conditioned on approval by a majority of ARC’s disinterested stockholders.

Finally on July 16, 2024, K&L Gates and representatives of WilmerHale discussed the letter received from Stockholder A and the Company’s previous discussions with Stockholder A.

On July 17, 2024, Mr. Brooks received an email from a Company stockholder (“Stockholder B”) expressing its concerns regarding the April Proposal and, among other things, urging the Special Committee to negotiate a higher offer.

On July 18, 2024, Party C and Party D both signed non-disclosure agreements and gained access to the VDR.

Later on July 18, 2024, after Mr. Suriyakumar had become aware of the letter from Stockholder A, he called Mr. Brooks to discuss the letter from Stockholder A and provide additional background on Stockholder A. Messrs. Suriyakumar and Brooks also discussed the go-shop provision contained in the draft merger agreement provided to Houlihan Lokey and the status of the Purchaser Filing Parties’ debt financing commitment.

On July 19, 2024, the Acquisition Group filed Amendment No. 1 to their Schedule 13D (“Amendment No. 1”) reporting the members of the Acquisition Group had entered into a consortium agreement providing that the members would use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable in pursuit of the transaction contemplated by the April Proposal. Amendment No. 1 also reported that the Acquisition Group would utilize TechPrint Holdings, LLC, a Delaware limited liability company formed by Mr. Suriyakumar, as the acquisition entity for pursuing such proposed transaction. Finally, Amendment No. 1 reported certain additional matters related to fees and expenses associated with pursuit of such transaction.

On July 20, 2024, representatives from K&L Gates replied to the email received from Stockholder B, informing Stockholder B that the Special Committee was working diligently and noting the confidential nature of the Special Committee’s activities. Stockholder B has not subsequently contacted the Special Committee.

On July 23, 2024, Loeb & Loeb provided a revised draft merger agreement to K&L Gates. The principal substantive issues raised by Loeb & Loeb’s revised draft merger agreement included eliminating the voting agreement, placing a cap on the limited guarantee, removing the go-shop provision, restricting the ability of the Special Committee and the ARC Board to pursue alternative transactions in connection with the “fiduciary out”, adding closing conditions relating to appraisal rights and the absence of stockholder litigation, and modifying the

termination provisions to require that the Acquisition Group’s debt financing had to be available in order for the Company to obtain a reverse termination fee. Later that day, and at the Special Committee’s direction, representatives of William Blair contacted Houlihan Lokey to discuss the revised draft merger agreement and the rationale for certain changes in the agreement.

Also on July 23, 2024, Party A and Party B each notified representatives of William Blair they would no longer be participating in the process.

Further, on July 23, 2024, members of the Special Committee participated in a videoconference with Stockholder A to understand its perspective on the April Proposal. The members of the Special Committee offered to share additional information with Stockholder A if it would enter into a customary non-disclosure agreement. Stockholder A did not enter into such a non-disclosure agreement and has not subsequently contacted the Special Committee.

Finally on July 23, 2024, Party E signed a non-disclosure agreement and gained access to the VDR.

On July 26, 2024, the Special Committee met by videoconference with representatives of K&L Gates and William Blair to discuss the revised draft of merger agreement received from Loeb & Loeb and the significant issues raised by such draft. Among other things, the Special Committee discussed the need for no conditionality related to the Acquisition Group’s financing and the Special Committee directed William Blair to make a counteroffer of $4.25 in cash per share.

Additionally, on July 26, 2024, Party D notified representatives of William Blair that it would no longer be participating in the process.

On July 27, 2024, representatives of William Blair contacted Houlihan Lokey and discussed the need for a go-shop provision in the draft Acquisition Group merger agreement, the substantial revisions to the representations and warranties made in the draft Acquisition Group merger agreement and the need for no conditionality related to the Acquisition Group’s financing. The William Blair representatives also communicated the Special Committee’s $4.25 in cash per share counteroffer.

In its outreach to potential strategic buyers and financial sponsors earlier in July informing them of the April Proposal and inviting them to submit indications of interest with respect to a potential acquisition of the Company, at the direction of the Special Committee, William Blair established a July 30, 2024 deadline for submission of indications of interest. No indications of interest from third party bidders (including Parties A through G) were received prior to or after that date.

On July 31, 2024, Party C notified representatives of William Blair that it would no longer be participating in the process.

The Special Committee met regularly during the month of July with nine formal meetings and multiple informal videoconferences and teleconference between and among the members (together with representatives of William Blair and K&L Gates).

On August 1, 2024, K&L Gates sent a revised draft merger agreement to Loeb & Loeb, as well as initial drafts of the voting agreement and limited guarantee. The revised draft merger agreement reflected various compromises as well as the Special Committee’s positions on maintaining the voting agreement, including the go-shop provision, rejecting closing conditions relating to appraisal rights and the absence of stockholder litigation, and rejecting the Acquisition Group’s modifications to the termination and remedies provisions.

Loeb & Loeb contacted K&L Gates during the evening of August 1, 2024 and again on August 2, 2024 to discuss certain provisions in the revised Acquisition Group draft merger agreement, including the go-shop provision, remedies for Parent’s failure to obtain financing, continuing protections for employees, and certain provisions regarding the anticipated income tax treatment associated with the members of the Acquisition Group proposed exchange of their equity interests in the Company for equity interests in Parent. The representatives of Loeb & Loeb indicated Mr. Suriyakumar’s positions with respect to the reverse termination fee, the limited guarantee, and remedies generally were driven by the significant fees and expenses he was personally incurring in pursuit of the proposed transaction and that he was unwilling to put significant additional personal funds at risk, particularly with respect to a reverse termination fee.

On August 2, 2024, members of the Company’s senior management team (excluding Mr. Suriyakumar) provided William Blair with the actual results for the second quarter of fiscal 2024, marginal forecast changes for the second half of fiscal 2024 and updated share capitalization data for the Company as of August 1, 2024. These actual results and marginal forecast changes for the second half of fiscal 2024 were then inserted into the June Projections (as updated, the “August Projections”).

Also on August 2, 2024, William Blair received inbound interest from an additional potential bidder, Party F, regarding potentially participating in due diligence relating to the process.

Finally on August 2, 2024, representatives of Houlihan Lokey contacted representatives of William Blair and indicated that Mr. Suriyakumar was unwilling to change his position on the reverse termination fee and other Company remedies or any of the other principal open issues in the draft Acquisition Group merger agreement and would not proceed with a transaction if those issues were not resolved in his favor.

On August 3, 2024, Mr. Suriyakumar and Mr. Brooks had a discussion regarding the principal open issues in the draft Acquisition Group merger agreement and the status of the Purchaser Filing Parties’ debt financing. Mr. Suriyakumar reiterated his position on these issues and indicated he was unwilling to proceed with a transaction if it involved a reverse termination fee potentially payable in the absence of the Acquisition Group’s financing. The Special Committee met by videoconference later on August 3, 2024 with representatives of William Blair and K&L Gates to discuss these principal open issues and potential next steps. Representatives of William Blair contacted representatives of Houlihan Lokey later that day to request an update on the Purchaser Filing Parties’ financing.

On August 4, 2024, the Special Committee met by videoconference with representatives of William Blair and K&L Gates and discussed responses to the Acquisition Group regarding the need for a reverse termination fee in respect of the Acquisition Group’s failure to consummate the merger as a result of financing not being obtained and the other principal open issues under the Acquisition Group draft merger agreement, including the Company’s being protected against any alleged breach resulting from an action directed by a member of the Acquisition Group who is also an officer of the Company. The members of the Special Committee instructed representatives of William Blair to contact Houlihan Lokey with respect to the Special Committee’s position on the reverse termination fee and the other principal open issues, the need for an update on the Purchaser Filing Parties’ debt financing, and the desire to address both valuation and the open issues under the Acquisition Group draft merger agreement in a comprehensive matter. At this meeting, the members of the Special Committee stressed that the April Proposal expressly indicated the proposed transaction would not be subject to a financing condition.

Representatives of William Blair and Houlihan Lokey had calls later that day focused on the go-shop provision and reverse termination fee issues, along with the status of the Purchaser Filing Parties’ debt financing and debt commitment letter. The Houlihan Lokey representatives indicated Mr. Suriyakumar was unwilling to agree to any reverse termination fee that would be payable in the absence of available financing given the significant fees and expenses he was incurring personally in connection with the proposed transaction and that he was unwilling to have any further discussions regarding the merger consideration or other terms until this issue was resolved.

On August 5, 2024, representatives of William Blair provided a disclosure letter to the Special Committee updating its May 13, 2024 communication regarding not having provided any work or services to Mr. Suriyakumar or the Company in the previous two years and formally confirming that William Blair had not provided any work or services to any member of the Acquisition Group in the previous two years.

Also on August 5, 2024, after requesting an extension of the July 31, 2024 deadline to submit an indication of interest, Party E notified representatives of William Blair that it would no longer be participating in the process.

On August 6, 2024, the Special Committee met by videoconference with representatives of William Blair and K&L Gates and reviewed recent discussions regarding the Company’s remedies in the event of a termination and other principal open issues under the draft Acquisition Group merger agreement. Later that day, representatives of William Blair contacted Houlihan Lokey to reiterate the Special Committee’s view on the need for a reverse termination fee and other remedies in the event of the Acquisition Group’s failure to obtain

financing, particularly since the April Proposal expressly indicated that the proposed transaction would not be subject to a financing condition. The William Blair representatives further requested a comprehensive counterproposal from Mr. Suriyakumar regarding all principal open issues under the draft Acquisition Group merger agreement.

On August 7, 2024, William Blair received inbound interest from an additional potential bidder, Party G, regarding potentially participating in due diligence with respect to the Company.

Also on August 7 and 8, 2024, representatives of William Blair and Houlihan Lokey had further discussions regarding customary remedies to targets in connection with a purchaser’s failure to arrange financing.

Finally on August 7, 2024, the Company issued a press release with respect to its second quarter financial results in which it reported second quarter net sales of $75.1 million, adjusted net income attributable to the Company of $3.3 million, EBITDA of $9.1 million and Adjusted EBITDA of $9.8 million. That afternoon, the Company held an investor conference call to discuss its results for the second fiscal quarter of 2024.

On August 8, 2024, the Company filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024.

On August 8, 2024, Party F signed a non-disclosure agreement and gained access to the VDR.

On August 9, 2024, Party G signed a non-disclosure agreement and gained access to the VDR.

On August 9, 2024, the Special Committee, K&L Gates and William Blair met by videoconference to further discuss the issues related to the reverse termination fee and remedies under the draft Acquisition Group merger agreement in the event the Acquisition Group failed to obtain financing, as well as protection for the Company against any alleged breach resulting from an action directed by a member of the Acquisition Group who is also an officer of the Company. The Special Committee directed William Blair to remain firm on the position that inclusion of a reverse termination fee and related remedies for a failure to obtain financing were non-negotiable issues and entirely consistent with the April Proposal that expressly indicated the proposed transaction would not be subject to a financing condition. The Special Committee also directed William Blair to communicate to Houlihan Lokey that if the parties could resolve this issue, the Special Committee remained willing to continue the dialogue with the Acquisition Group and proceed expeditiously. Representatives of William Blair communicated this message to Houlihan Lokey later that day.

On August 13, 2024, Mr. Suriyakumar called Mr. Brooks and indicated he was considering abandoning the proposed transaction given the impasse over the reverse termination fee and related remedies issues. He noted that time was of the essence, given his concerns regarding the significant fees and expenses he continued to incur in pursuit of the proposed transaction, and that he was unwilling to put significant additional personal funds at risk with respect to a reverse termination fee or other Company remedies.

On August 14, 2024, Mr. Suriyakumar and Mr. Brooks had a further conversation relating to the reverse termination fee and other principal open issues.

On August 15, 2024, Mr. Suriyakumar and Mr. Brooks had a conversation in which Mr. Suriyakumar indicated the Acquisition Group would be willing to consider the Special Committee’s position on a reverse termination fee to be payable in circumstances where the Acquisition Group’s debt financing was not available. They also discussed potential next steps with respect to resolving other principal open issues.

On August 15, 2024, Party F, one of the two remaining potential bidders in the process, communicated to William Blair that it would no longer be participating in the process.

On August 16, 2024, at a Special Committee meeting held by videoconference, Mr. Brooks summarized his recent conversations with Mr. Suriyakumar with respect to the principal open issues under the draft Acquisition Group merger agreement. The Special Committee expressed a desire for a holistic counterproposal from the Acquisition Group with respect to the merger consideration, the principal open issues under the merger agreement, the status of the debt commitment letter, and sources and uses of funds information. The representatives of William Blair communicated this desire to Houlihan Lokey later that day. The Houlihan Lokey representatives indicated to William Blair that Mr. Suriyakumar’s strong preference was for the legal issues to be resolved prior to further discussions regarding the merger consideration, the reverse termination fee, and the status of the debt financing.

On August 16, 2024, Mr. Suriyakumar left a message for Mr. Brooks indicating that he was considering withdrawing the preliminary non-binding proposal contained in the April Proposal.

On August 17, 2024, Mr. Suriyakumar called Mr. Mealy and expressed concern regarding the speed of negotiations. Later on August 17, 2024, representatives of K&L Gates and Loeb & Loeb engaged in an extended negotiating session and resolved many of the secondary issues in the draft Acquisition Group merger agreement. They did not discuss or negotiate the principal open issues under the draft Acquisition Group merger agreement relating to, among other things, the go-shop provision, remedies for Parent’s failure to obtain financing, covenants regarding employee matters, closing conditions relating to appraisal rights and the absence of stockholder litigation, protections of the Company against any alleged breach that is the result of an action directed by a member of the Acquisition Group who is a member of the Company’s management, the Company termination fee, and the outside termination date. K&L Gates and Loeb & Loeb then prepared an agreed upon list of the principal open issues under the draft Acquisition Group merger agreement.

On August 18, 2024, representatives of Houlihan Lokey contacted representatives of William Blair and presented the Acquisition Group’s updated proposal of merger consideration of $3.35 in cash per share and a $3.0 million reverse termination fee (to be reduced by up to $2.5 million of the Acquisition Group’s out-of-pocket expenses), all assuming that negotiations were completed by August 23, 2024. William Blair also requested a redacted draft of the U.S. Bank debt commitment letter, which it received later that day and then provided to the Special Committee and K&L Gates for review.

On August 19, 2024, the Special Committee met by videoconference with representatives of William Blair and K&L Gates and discussed the principal open issues under the draft Acquisition Group merger agreement. The Special Committee engaged in extensive discussion regarding the reverse termination fee and related remedy provisions. Following such discussions, the Special Committee authorized William Blair to present a revised proposal of merger consideration of $3.75 in cash per share and a reverse termination fee equal to 2.0% of the equity value of the Company (with no reduction for the Acquisition Group’s out of pocket expenses). Later that day, representatives of William Blair contacted Houlihan Lokey to share the revised proposal with them.

Also on August 19, 2024, representatives of K&L Gates and Loeb & Loeb had a discussion in which they resolved a number of additional secondary issues in the draft Acquisition Group merger agreement.

Further on August 19, 2024, representatives of Houlihan Lokey sent William Blair an illustrative sources and uses table reflecting merger consideration of $3.35 in cash per share.

Finally on August 19, 2024, Party G, the remaining potential bidder in the process, communicated to William Blair that it would no longer be participating in the process. Later that day, William Blair reported to the Special Committee that there were no active participants in the process. William Blair further summarized that out of a total of 22 counterparties that had been solicited or expressed inbound interest, seven had executed non-disclosure agreements and none had provided an indication of interest whether before or after the July 30, 2024 deadline.

On August 20, 2024, Mr. Suriyakumar called Mr. Brooks to present a revised proposal of merger consideration of $3.40 cash per share (subject to elimination of the go-shop provision) with the reverse termination fee remaining at $3.0 million (reduced by up to $2.5 million of the Acquisition Group’s out-of-pocket expenses).

On August 21, 2024, the Special Committee held a meeting by videoconference with representatives of William Blair and K&L Gates present at which it considered Mr. Suriyakumar’s counteroffer and the other open issues in the draft Acquisition Group merger agreement. The members of the Special Committee engaged in extensive discussion regarding the open issues, including the reverse termination fee and related remedies. Following further discussion, the Special Committee authorized William Blair to communicate its requirement of a $2.5 million reverse termination fee, additional damages in the event of termination due to fraud or willful misconduct, and a specific performance right to force Parent to close if the financing were available and the other closing conditions had been satisfied. The Special Committee determined this particular issue must be resolved in an acceptable manner before having further discussion on the per share merger consideration or other material open issues. Representatives of William Blair and K&L Gates communicated this proposal to Houlihan Lokey and Loeb & Loeb later that day.

Later on August 21, 2024, representatives of Loeb & Loeb called K&L Gates with a comprehensive counterproposal on all material open issues that they indicated was Mr. Suriyakumar’s last and final offer. This counterproposal included, among other items, a reverse termination fee of $750,000 (with no reduction for the Acquisition Group’s out-of-pocket expenses), the elimination of the go-shop provision, the elimination of closing conditions related to appraisal rights and the absence of stockholder litigation, the deletion of covenants relating to employee matters and provisions providing that the Company would not be deemed to have breached the merger agreement due to an action directed by a member of the Acquisition Group who is also an officer of the Company. Loeb & Loeb indicated the Acquisition Group was unwilling to entertain any further increase of the cash price per share above $3.40 and insisted that all material open issues be resolved by the end of day on August 22, 2024 or the Acquisition Group would not proceed with a transaction.

On August 22, 2024, the Special Committee discussed the Acquisition Group’s counteroffer in the context of the results of the William Blair process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company, the background of negotiations with Mr. Suriyakumar, and the risks to the Company’s stockholders of not reaching an agreement with the Acquisition Group (other than those in the Acquisition Group). The members of the Special Committee acknowledged Mr. Suriyakumar’s concerns with respect to the significant fees and expenses he was incurring, noted the movement in his position over the past week, and considered the likelihood of his abandoning a transaction altogether. The Special Committee decided to accept the counterproposal generally but directed Mr. Brooks to seek an increase in the cash price per share from Mr. Suriyakumar in light of the increased risks to the Company associated with the reverse termination fee. Mr. Brooks subsequently had a conversation with Mr. Suriyakumar who was unwilling to agree to an increase in the cash price per share.

Following conversations between representatives of William Blair and Houlihan Lokey and between K&L Gates and Loeb & Loeb undertaken to resolve remaining open issues, later that day, the Special Committee determined to accept a cash price per share of $3.40 on the terms otherwise included in the comprehensive counterproposal received from Loeb & Loeb the prior evening. Later that day, Loeb & Loeb proposed, and following further discussion among the members of the Special Committee, the parties agreed to, a Company termination fee of 3.5% of equity value and a six-month outside termination date under the draft merger agreement.

Between August 23, 2024 and August 26, 2024, K&L Gates, Loeb & Loeb and WilmerHale negotiated and exchanged several drafts of the Acquisition Group merger agreement, disclosure schedules, voting agreement, limited guarantee, equity commitment letter, rollover agreement and related transaction documents. On August 26, 2024, the parties finalized the various transaction documents.

Late in the evening on August 26, 2024, the Company received a revised draft of the U.S. Bank debt commitment letter that contained an unredacted term sheet. Representatives of K&L Gates and William Blair reviewed the revised draft debt commitment letter and engaged in discussions with representatives of Loeb & Loeb and Houlihan Lokey regarding the conditions to close, including a condition related to a minimum aggregate equity contribution.

On August 27, 2024, the Special Committee held a meeting attended by representatives of William Blair and K&L Gates at which the Special Committee reviewed the final forms of the merger agreement and related agreements, including the revised draft debt commitment letter, and discussed the financial and legal terms of the proposed transaction. Representatives from K&L Gates provided the Special Committee with an overview of their fiduciary duties under Delaware law in connection with their review of the draft merger agreement and the proposed transaction. The Special Committee reviewed and approved the August Projections. Representatives of William Blair reviewed with the Special Committee its financial analysis of the Company based on the August Projections and its review of the definitive documentation for the transaction. Thereafter, William Blair rendered its oral opinion to the effect that, as of August 27, 2024 and based on and subject to various assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken by William Blair in rendering its opinion as stated in its written opinion to be delivered later in the day, the Merger Consideration to be received by the holders of shares of ARC Common Stock (other than the holders of Rollover Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

Following the delivery of William Blair’s oral fairness opinion, the Special Committee requested that K&L Gates and William Blair discuss one outstanding diligence item relating to the minimum aggregate equity contribution closing condition under the draft debt commitment letter with the Acquisition Group’s advisors.

After an adjournment of the meeting of the Special Committee, representatives of William Blair, Houlihan Lokey, K&L Gates and Loeb & Loeb, as well as Mr. Avalos, engaged in a discussion regarding the minimum aggregate equity contribution closing condition under the revised draft debt commitment letter. Following such discussion, the Special Committee reconvened and engaged in further discussion.

Immediately after adjourning the reconvened meeting, the Special Committee members acted by unanimous consent to adopt resolutions determining (i) that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders (other than the Rollover Stockholders), (ii) that it was advisable and in the best interests of the Company and its stockholders (other than the Rollover Stockholders) to enter into the Merger Agreement, and (iii) to recommend to the ARC Board that it approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger.

Following the Special Committee meeting and the foregoing unanimous consent of the Special Committee, on August 27, 2024, the ARC Board held a meeting attended by representatives of WilmerHale, K&L Gates, and William Blair. Mr. Suriyakumar and a representative of Loeb & Loeb were initially in attendance to provide the other directors an opportunity to ask Mr. Suriyakumar questions about the terms of the proposed transaction, but Mr. Suriyakumar then recused himself and he and the representative from Loeb & Loeb promptly left the meeting. Following Mr. Suriyakumar’s recusal and his and the representative from Loeb & Loeb’s departure from the meeting, a representative from WilmerHale provided a presentation to the remaining directors of their fiduciary duties under Delaware law, and a representative from K&L Gates summarized the terms of the Merger Agreement, the Voting Agreement, the Limited Guarantee, the Rollover Agreement, the Equity Commitment Letter and the Debt Commitment Letter. Representatives of K&L Gates and William Blair then provided a high-level overview of the process conducted by the Special Committee, and a representative from William Blair summarized its process for identifying and engaging with third parties that may be interested in a strategic transaction with the Company, financial analysis and fairness opinion it had delivered to the Special Committee. After further questions and discussion, the ARC Board (excluding Mr. Suriyakumar) unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders (other than the Rollover Stockholders), (ii) approved and authorized the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

Following these Special Committee and ARC Board meetings, on the evening of August 27, 2024, representatives of WilmerHale, K&L Gates and Loeb & Loeb held a telephonic meeting to discuss the process and timing for execution and delivery of the Merger Agreement and related transaction documents. Following such meeting, the parties executed the Merger Agreement and related definitive documentation.

On August 28, 2024, prior to the open of trading on the NYSE, the Company issued a press release announcing the execution of the Merger Agreement and related agreements and filed a Current Report on Form 8-K with the SEC disclosing, among other things, its entry into the Merger Agreement.

On August 29, 2024, the Acquisition Group filed a further amended Schedule 13D to disclose Parent’s entry into the Merger Agreement and related documentation.

On September 5, 2024, a representative of Loeb & Loeb contacted K&L Gates regarding proposed technical amendments to the merger agreement and the rollover agreement to clarify and ensure the Intended Tax Treatment (as such term is defined in the Merger Agreement) with respect to the contribution by the members of the Acquisition Group of their shares of ARC Common Stock (including shares received with respect to In-the-Money Company Options and Company RSAs) to Parent in exchange for equity interests in Parent. Later that day, Loeb & Loeb circulated draft amendments to both the merger agreement and the rollover agreement reflecting such amendments with respect to the Intended Tax Treatment along with other amendments making other technical updates and correcting typographical errors. Representatives of Loeb & Loeb and K&L Gates discussed and revised such amendments and proposed forms were finalized on September 6, 2024.

Concurrently with the preparation of the amendments to the merger agreement and the rollover agreement, representatives of Loeb & Loeb, K&L Gates and WilmerHale prepared and finalized on September 6, 2024 a proposed amendment to the voting agreement to update Schedule A thereto to clarify that Company RSAs owned by members of the Acquisition Group are intended to be subject to the voting agreement and other covenants included therein.

On September 8, 2024, the Special Committee members acted by unanimous consent to adopt resolutions determining (i) that the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement) and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders (other than the Rollover Stockholders), (ii) that it was advisable and in the best interests of the Company and its stockholders (other than the Rollover Stockholders) to enter into Amendment No. 1 to the Merger Agreement, (iii) to recommend to the ARC Board that it approve and declare advisable the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement) and the transactions contemplated thereby, including the Merger, and (iv) to recommend that the ARC Board authorize, approve and adopt Amendment No. 1 to the Voting Agreement and the Company’s execution, delivery and performance thereof.

On September 9, 2024, the ARC Board acted by unanimous consent and unanimously (i) determined that the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement) and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders (other than the Rollover Stockholders), (ii) approved and authorized the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement) and the transactions contemplated thereby, including the Merger, and (iii) authorized, approved and adopted Amendment No. 1 to the Voting Agreement, and authorized ARC to enter into and perform its obligations under Amendment No. 1 to the Voting Agreement.

In evaluating the Merger Agreement, the Voting Agreement, the Limited Guarantee, the Debt Commitment Letter, the Equity Commitment Letter, the Rollover Agreement, and the transactions contemplated thereby, including the Merger, the Special Committee consulted with independent financial and legal advisors and, where appropriate, certain members of ARC management. At the conclusion of its review, the Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of ARC and its stockholders (other than the Rollover Stockholders), (2) determined that it is advisable and in the best interests of ARC and its stockholders (other than the Rollover Stockholders) to enter into the Merger Agreement, and (3) recommended to the ARC Board that it approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger.

In the course of reaching its determination and making its recommendation (each as described above), the Special Committee considered the following material factors, which are not intended to be an exhaustive list of all factors considered by the Special Committee and are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendation to the ARC Board (each as described above):

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders. The Special Committee believes these factors support its determinations and recommendation to the ARC Board (as described above) and provide assurance of the fairness of the Merger to the Unaffiliated Stockholders:

In the course of reaching its determinations and making its recommendation to the ARC Board (as described above), the Special Committee also considered the following countervailing factors concerning the Merger Agreement and the Merger, which are not presented in any relative order of importance, and weighed such factors against those factors viewed as being generally supportive of its determination and recommendation to the ARC Board (as described above), ultimately determining that such countervailing factors were outweighed by the potential benefits of the Merger Agreement and the Merger:

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

Based on the unanimous recommendation of the Special Committee and on the basis of the other factors described below, the ARC Board, following the recusal of Mr. Suriyakumar, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders (other than the Rollover Stockholders), (ii) approved and authorized the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the stockholders of the Company vote in favor of the adoption of the Merger Agreement.

In addition, the Non-Recused Directors, on behalf of ARC, believe, based on the factors described below, that the Merger is fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

In the course of reaching its determination and making its recommendations, the Non-Recused Directors considered the following material factors and countervailing factors, which are not presented in any relative order of importance:

The ARC Board, following the recusal of Mr. Suriyakumar, concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

The foregoing discussion of the information and factors considered by the Special Committee and by the ARC Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the ARC Board and the complexity of these factors, neither the Special Committee nor the ARC Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each Non-Recused Director, including each member of the Special Committee applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Non-Recused Directors, including the members of the Special Committee were based upon the totality of the information presented to, and considered by, such directors.

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Non-Recused Directors, including the members of the Special Committee, did not consider the liquidation value of ARC because, among other reasons, (1) they considered ARC to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of ARC. For the foregoing reasons, the Non-Recused Directors, including the members of the Special Committee, did not consider liquidation value to be a relevant factor. Further, the Non-Recused Directors, including the members of the Special Committee, did not consider ARC’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of ARC as a going concern but rather is indicative of historical costs and (2) net book value does not take into account the prospects of ARC, market conditions, trends in the industry in which ARC operates or the business risks inherent in the industry. The Non-Recused Directors, including the members of the Special Committee, believe that the trading price of the shares of ARC Common Stock at any given time represents the best available indicator of ARC’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Non-Recused Directors, including the members of the Special Committee implicitly considered the value of ARC as a going concern by taking into account the value of ARC’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters.

Other than as described in this proxy statement, the ARC Board is not aware of any firm offer by any other person during the prior two (2) years for (1) a merger or consolidation of ARC with another company; (2) the sale or transfer of all or substantially all of ARC’s assets; or (3) a purchase of ARC’s securities that would enable such person to exercise control of ARC.

It should be noted that certain aspects of this explanation of the reasoning of both the Special Committee and the ARC Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section the section of this proxy statement captioned “Cautionary Statement Concerning Forward-Looking Information.”

William Blair was retained by the Special Committee to act as its financial advisor in connection with (i) analysis of various strategic and financial options of ARC and (ii) a possible business combination with another party. Pursuant to its engagement, the Special Committee requested that William Blair render an opinion to the Special Committee as to whether the Merger Consideration to be received by holders of shares of ARC

Common Stock (other than the holders of Rollover Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. On August 27, 2024, William Blair delivered its oral opinion to the Special Committee at a meeting of the Special Committee (which opinion was subsequently confirmed in its written opinion dated August 27, 2024, and delivered to the Special Committee prior to the execution of the Merger Agreement) that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications and limitations stated in its written opinion, the Merger Consideration to be received by the holders of ARC Common Stock (other than the holders of Rollover Shares or Dissenting Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

THE FULL TEXT OF WILLIAM BLAIR’S WRITTEN OPINION, DATED AUGUST 27, 2024, IS ATTACHED AS ANNEX B TO THIS PROXY STATEMENT AND INCORPORATED INTO THIS PROXY STATEMENT BY REFERENCE IN ITS ENTIRETY. YOU ARE URGED TO READ THE ENTIRE FAIRNESS OPINION CAREFULLY AND IN ITS ENTIRETY TO LEARN ABOUT THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY WILLIAM BLAIR IN RENDERING ITS OPINION. THE ANALYSIS PERFORMED BY WILLIAM BLAIR SHOULD BE VIEWED IN ITS ENTIRETY; NONE OF THE METHODS OF ANALYSIS SHOULD BE VIEWED IN ISOLATION. WILLIAM BLAIR’S FAIRNESS OPINION WAS DIRECTED TO THE SPECIAL COMMITTEE FOR ITS USE AND BENEFIT IN EVALUATING THE FAIRNESS OF THE MERGER CONSIDERATION TO BE RECEIVED BY THE HOLDERS OF ARC COMMON STOCK (OTHER THAN THE HOLDERS OF ROLLOVER SHARES OR DISSENTING SHARES) PURSUANT TO THE MERGER AGREEMENT AND RELATES ONLY TO THE FAIRNESS, AS OF THE DATE OF WILLIAM BLAIR’S FAIRNESS OPINION AND FROM A FINANCIAL POINT OF VIEW, OF THE MERGER CONSIDERATION TO BE RECEIVED BY HOLDERS OF ARC COMMON STOCK (OTHER THAN THE HOLDERS OF ROLLOVER SHARES OR DISSENTING SHARES) PURSUANT TO THE MERGER AGREEMENT. WILLIAM BLAIR’S FAIRNESS OPINION DOES NOT ADDRESS ANY OTHER ASPECTS OF THE MERGER OR ANY RELATED TRANSACTION, AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY HOLDER OF ARC COMMON STOCK AS TO HOW SUCH STOCKHOLDER SHOULD VOTE ITS SHARES OF ARC COMMON STOCK WITH RESPECT TO THE MERGER. WILLIAM BLAIR DID NOT ADDRESS THE MERITS OF THE UNDERLYING DECISION BY ARC TO ENGAGE IN THE MERGER. THE FOLLOWING SUMMARY OF WILLIAM BLAIR’S FAIRNESS OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF ITS FAIRNESS OPINION ATTACHED TO THIS PROXY STATEMENT AS ANNEX B.

In connection with William Blair’s review of the Merger and the preparation of its opinion, William Blair examined:

William Blair also held discussions with members of the senior management of ARC and AlixPartners to discuss the foregoing, considered other matters that it deemed relevant to its analysis, and took into account such accepted financial and investment banking procedures and considerations as it deemed relevant.

In rendering its opinion, William Blair assumed and relied, without independent verification and with the consent of the Special Committee, upon the accuracy and completeness of all the financial, legal, regulatory, tax, accounting and other information provided to, examined by or otherwise reviewed or discussed with William Blair for purposes of its fairness opinion, including without limitation the Projections provided by AlixPartners with the assistance and significant input from management, and approved for William Blair’s use by the Special Committee, and William Blair assumed no responsibility or liability therefor. William Blair did not make or obtain an independent valuation or appraisal of the assets, liabilities or solvency of ARC. William Blair was advised by the senior management of ARC that the Projections examined by William Blair were reasonably prepared by AlixPartners with significant input from ARC senior management and that such Projections reflected the currently available estimates and judgments of the senior management of ARC and AlixPartners. In that regard, William Blair assumed, with the consent of the Special Committee, that, (i) the Projections would be achieved in the amounts and at the times contemplated thereby and (ii) all material assets and liabilities (contingent or otherwise) of ARC were as set forth in ARC’s financial statements or other information made available to William Blair.

William Blair did not express an opinion with respect to the Projections or the estimates and judgments on which it was based. William Blair did not consider, and expressed no opinion as to, the amount or nature of the compensation to any of ARC’s officers, directors or employees (or any class of such persons) relative to the compensation payable to ARC’s other stockholders. William Blair was not asked to consider, and its fairness opinion did not address, the relative merits of the Merger as compared to any alternative business strategies that might exist for ARC or the effect of any other transaction in which ARC might engage. William Blair’s fairness opinion is based upon economic, market, financial and other conditions existing on, and other information disclosed to us as of, the date of such fairness opinion. It should be understood that, although subsequent developments may affect William Blair’s fairness opinion, it does not have any obligation to update, revise or reaffirm this opinion. William Blair did not make any determination as to legal matters related to the Merger, assumed that the final executed Merger Agreement did not materially differ from the drafts of the Merger Agreement reviewed by it and assumed that the Merger will be consummated on the terms described in the Merger Agreement, without any amendment or waiver of any material terms or conditions. William Blair did not express any opinion as to any tax or other consequences that might result from the Merger, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which it understood that ARC had obtained such advice as it deemed necessary from qualified professionals. William Blair expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its fairness opinion), including, without limitation, the form or structure of the Merger or any agreements or other arrangements entered into in connection with, or contemplated by, the Merger.

The following is a summary of the material financial analyses performed and material factors considered by William Blair to arrive at its opinion. William Blair performed certain procedures, including each of the financial analyses described below, and reviewed with the Special Committee the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its fairness opinion. The financial analyses summarized below include information presented in a tabular format. In order to fully understand the financial analyses performed by William Blair, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by William Blair. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the

analyses, could create a misleading or incomplete view of the financial analyses performed by William Blair. The order of the summaries of the analyses described below does not represent the relative importance or weight given to those analyses by William Blair.

For more information on the Projections, including a discussion of estimates and judgments used by AlixPartners in the preparation of the Projections, see the section of this proxy statement titled “Special Factors—Certain Effects of the Merger—Certain Unaudited Prospective Financial Information”.

William Blair reviewed and compared certain financial information relating to ARC to corresponding financial information and multiples for six selected publicly traded companies in the printing and promotional marketing sectors with similar business models or financial profiles that William Blair deemed relevant based on its professional judgment and experience. William Blair considered the enterprise value for each company (including ARC), which William Blair calculated as the equity value of ARC, plus total debt, minority interest and preferred stock, less cash and cash equivalents. The equity value of each company was calculated using the closing stock price as of August 26, 2024 (the last trading day for reference prior to the entry into the Merger Agreement), multiplied by the total diluted shares outstanding (using the most recent publicly available information as of August 26, 2024). William Blair reviewed the enterprise value as a multiple of (i) calendar year 2024 expected (“CY 2024E”) Adjusted EBITDA and (ii) calendar year 2025 expected (“CY 2025E”) Adjusted EBITDA, in each case, based on the Projections for the Company and consensus estimates for each other company. Set forth below are the companies and relevant metrics:

William Blair then used the implied enterprise value of $162 million based on the per share Merger Consideration of $3.40, ARC’s fully diluted shares outstanding as of August 1, 2024 as provided by ARC's senior management and the net debt and minority interest of ARC of $11 million as of June 30, 2024, as set forth in and calculated from ARC’s public filings, to derive implied valuation multiples for ARC for CY 2024E Adjusted EBITDA of $37 million and CY 2025E Adjusted EBITDA of $35 million based on the August Projections. William Blair compared the multiples implied for ARC based on the Merger Consideration to the range of trading multiples of the aggregate group of such selected publicly traded companies. Information regarding the multiples derived from William Blair’s selected public company analysis is set forth in the following table.

William Blair noted that the analyzed implied valuation multiple for ARC based on the Merger Consideration was within the range of multiples of the selected publicly companies.

Although William Blair compared the trading multiples of the selected public companies to those implied for ARC, none of the selected public companies is directly comparable to ARC. Accordingly, any analysis of the selected public companies involved complex considerations and judgments concerning the differences in financial and operating characteristics and other factors that would affect the analysis of trading multiples of the selected public companies.

William Blair reviewed and compared certain financial information relating to ARC to corresponding financial information and multiples for ten selected transactions that were announced subsequent to August 1, 2012, that involved the acquisition of companies in the printing and promotional marketing sectors with similar business models or financial profiles that William Blair deemed relevant based on its professional judgment and experience. William Blair did not take into account any announced or consummated transaction whereby relevant financial information was not publicly disclosed and the selected transactions are not intended to be representative of the entire range of possible relevant transactions. William Blair reviewed the consideration paid in the selected transactions in terms of the enterprise value of such transactions as a multiple of last twelve months (“LTM”) Adjusted EBITDA based on the most recently available publicly disclosed 12-month historical period at the time of announcement for each respective transaction. Set forth below are the transactions and relevant metrics:

William Blair then used the implied enterprise value of $162 million based on the per share Merger Consideration of $3.40 and the net debt and minority interest of ARC of $11 million as of June 30, 2024, as set forth in and calculated from ARC’s public filings, to derive an implied transaction multiple for ARC for LTM Adjusted EBITDA for the twelve months ended June 30, 2024 of $38 million. William Blair compared the multiple implied for ARC based on the Merger Consideration to the range of transaction multiples of the aggregate group of such selected transactions. Information regarding the multiples from William Blair’s selected transaction analysis is set forth in the following table:

William Blair noted that the analyzed implied transaction multiple for ARC based on the Merger Consideration was within the range of multiples of the selected transactions.

Although William Blair compared the multiples of the selected transactions to that implied for ARC, none of these transactions or associated companies is directly comparable to ARC or the Merger. Accordingly, any

analysis of the selected transactions involved complex considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would affect the analysis of multiples of the selected transactions.

William Blair utilized the August Projections to perform a discounted cash flow analysis of ARC’s projected future free cash flows for the fiscal years ending December 31, 2024 through December 31, 2029. Using the discounted cash flow methodology, William Blair calculated the present values of the projected after-tax unlevered free cash flows for ARC. In this analysis, William Blair exercised its professional judgment, based on its experience and expertise, and calculated the assumed terminal value of ARC by utilizing a perpetuity growth rate range of 0.0% to 2.0% applied to calendar year 2029 expected unlevered free cash flows. To discount the projected unlevered free cash flows and assumed terminal value to present value, William Blair used discount rates ranging from 9.5% to 11.5% using its professional judgment, based on its experience and expertise, and a calculation of the weighted average cost of capital using the capital asset pricing model. In performing its analysis, as directed by the management of the Company, William Blair assumed a 29% effective tax rate.

William Blair aggregated the present value of the after-tax unlevered free cash flows over the applicable forecast period, the present value of the potential federal tax savings expected to result from the utilization of ARC’s federal net operating losses of $9 million and the present value of the assumed terminal value. William Blair then derived a range of implied equity values per share by subtracting net debt and minority interest of $11 million as of June 30, 2024, as set forth in and calculated from ARC’s public filings, and dividing such amount by ARC’s fully diluted shares outstanding as of August 1, 2024 as provided by ARC’s senior management (calculated based on 43,249,749 common shares and 6,525,345 options at a weighted average strike price of $3.27 and excluding out-of-the-money options). This analysis resulted in a range of implied equity values of $2.47 to $3.41 per share, as compared to the Merger Consideration of $3.40 per share.

William Blair utilized the August Projections to perform a hypothetical leveraged buyout analysis and calculated the illustrative implied purchase prices at which a leveraged buyout of ARC could occur and yield a target range of annualized internal rates of return from 18.0% to 22.0% for a potential investor, assuming a net leverage ratio of 2.25x LTM Adjusted EBITDA. In this analysis, William Blair estimated an exit value by utilizing a range of multiples of 3.5x to 5.5x applied to calendar year 2029 Adjusted EBITDA of $37 million (including an estimated $1 million of direct costs associated with ARC’s operations as a public company which the management of ARC indicated would no longer be incurred). The target annualized internal rate of return and the range of total net leverage were derived by William Blair utilizing its professional judgment and experience. For purposes of the analysis William Blair utilized net debt and minority interest of $11 million as of June 30, 2024, as set forth in and calculated from ARC’s public filings and ARC's fully diluted shares outstanding as of August 1, 2024 as provided by ARC’s senior management. Based on the range of internal rates of return and exit multiples above, this analysis resulted in a range of implied equity value $2.34 to $3.14 per share of ARC Common Stock, as compared to the Merger Consideration of $3.40 per share of ARC Common Stock. For the Special Committee’s reference only purposes, William Blair also calculated the implied equity values per share for a range of total net leverage of 2.25x to 3.75x, the exit multiples above and a 20% internal rate of return. This analysis resulted in a range of implied equity values of $2.43 to $3.57 per share of ARC Common Stock, as compared to the Merger Consideration of $3.40 per share of ARC Common Stock.

William Blair analyzed data from 324 acquisitions of North American publicly traded companies across all industries with transaction equity values between $100 million and $300 million that were announced since January 1, 2015. Specifically, William Blair compared the acquisition price per share of each transaction to the closing price of the target company’s stock one day, one week, and one month prior to the announcement of such transaction. William Blair then compared the range of resulting per share price premiums for the reviewed transactions to the premiums implied by the Merger Consideration based on Company’s undisturbed share price of $2.64 one day, one week, and one month prior to June 28, 2024 (the last trading day prior to public announcement of Mr. Suriyakumar’s proposal to acquire ARC). Information regarding the premiums from William Blair’s analysis of selected transactions is set forth in the following table:

This summary is not a complete description of the analysis performed by William Blair, but contains the material elements of the analysis. The preparation of an opinion regarding fairness is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. The preparation of an opinion regarding fairness does not involve a mathematical evaluation or weighing of the results of the individual analyses performed, but requires William Blair to exercise its professional judgment, based on its experience and expertise, in considering a wide variety of analyses taken as a whole. Each of the analyses conducted by William Blair was carried out in order to provide a different perspective on the Merger Consideration and add to the total mix of information available. The analyses were prepared solely for the purpose of William Blair providing its opinion and do not purport to be appraisals or necessarily reflect the prices at which securities actually may be sold. William Blair did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion about the fairness of the Merger Consideration to be received by the holders of shares of ARC Common Stock (other than the holders of Rollover Shares or Dissenting Shares). Rather, in rendering its oral opinion on August 27, 2024 (subsequently confirmed in its written opinion dated August 27, 2024) to the Special Committee, as of that date and based upon and subject to the assumptions, qualifications and limitations stated in its written opinion, as to whether the Merger Consideration to be received by the holders of shares of ARC Common Stock (other than the holders of Rollover Shares or Dissenting Shares) was fair, from a financial point of view, to such holders, William Blair considered the results of the analyses in light of each other and ultimately reached its opinion based on the results of all analyses taken as a whole. William Blair’s fairness opinion considered each valuation method equally and did not place any particular reliance or weight on any particular analysis, but instead concluded that its analyses, taken as a whole, supported its determination. Accordingly, notwithstanding the separate factors summarized above, William Blair believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, may create an incomplete view of the evaluation process underlying its opinion. No company or transaction used in the above analyses as a comparison is directly comparable to ARC or the Merger. In performing its analyses, William Blair made numerous assumptions with respect to industry performance, business and economic conditions and other matters. The analyses performed by William Blair are not necessarily indicative of future actual values and future results, which may be significantly more or less favorable than suggested by such analyses.

William Blair has been engaged in the investment banking business since 1935. William Blair continually undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of its business, William Blair may from time to

time trade the securities of ARC or other parties involved in the Merger for its own account and for the accounts of its customers, and accordingly may at any time hold a long or short position in such securities. William Blair is familiar with ARC, having provided certain investment banking services to ARC from time to time. William Blair has not performed any financial advisory or other services to ARC, Mr. Suriyakumar or related parties in the preceding two years.

Pursuant to a letter agreement dated May 14, 2024, a fairness opinion fee of $1.0 million became payable to William Blair upon delivery of its fairness opinion. A fee of approximately $3.9 million, less the $1.0 million fairness opinion fee previously paid to William Blair, will become payable to William Blair in connection with the consummation of the Merger and is contingent on consummation of the Merger. No portion of the fees payable to William Blair were contingent on the conclusions reached by William Blair in William Blair’s fairness opinion. In addition, ARC agreed to reimburse William Blair for certain of its out-of-pocket, documented expenses (including fees and expenses of its counsel and any other independent experts retained by William Blair) reasonably incurred by it in connection with its engagement and to indemnify William Blair against certain potential liabilities arising out of its engagement.

Under the SEC rules governing “going-private” transactions, the Purchaser Filing Parties may be deemed to be affiliates of ARC and, therefore, are required to express their beliefs as to the fairness of the Merger to ARC’s “unaffiliated security holders” (as defined under Rule 13e-3 under the Exchange Act) (hereinafter, the “Unaffiliated Stockholders”). The Purchaser Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Purchaser Filing Parties as to the fairness of the Merger should not be construed as a recommendation to any stockholder of ARC as to how that stockholder should vote on the proposal to adopt the Merger Agreement. The Purchaser Filing Parties have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders. See “Special Factors—Interests of ARC’s Directors and Executive Officers in the Merger”.

The Purchaser Filing Parties believe that the interests of the Unaffiliated Stockholders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Purchaser Filing Parties did not participate in the deliberations of the Special Committee or the ARC Board regarding, nor receive advice from the respective legal or other advisors of the Special Committee or the ARC Board as to, the fairness of the Merger. The Purchaser Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. No financial advisor provided the Purchaser Filing Parties with any analysis or opinion with respect to the fairness of the Merger Consideration to the Unaffiliated Stockholders.

Based on, among other things, their knowledge and analysis of available information regarding ARC, as well as discussions with ARC’s senior management regarding ARC and its business and the factors considered by, and the analysis and resulting conclusions of, the ARC Board and the Special Committee discussed in the section of this proxy statement entitled, “Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger” (which analysis and resulting conclusions the Purchaser Filing Parties adopt), the Purchaser Filing Parties believe that the Merger is substantively fair to the Unaffiliated Stockholders. In particular, the Purchaser Filing Parties considered the following factors:

The Purchaser Filing Parties did not consider liquidation value in determining the fairness of the Merger to the Unaffiliated Stockholders because of their belief that liquidation sales generally result in proceeds substantially less than sales of a going concern, because of the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, because they considered ARC to be a viable, going concern and because ARC will continue to operate its business following the Merger and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

In evaluating the substantive fairness of the Merger to the Unaffiliated Stockholders, the Purchaser Filing Parties did not consider the prices paid in any past transactions in which any shares of ARC Common Stock were purchased, since any such purchases were made at then-current market or trading prices of ARC Common Stock and do not necessarily reflect the present market value of ARC Common Stock. The Purchaser Filing Parties did not establish, and did not consider, a pre-Merger public company going concern value of ARC Common Stock for the purposes of determining the per share merger consideration or the fairness of the per share merger consideration to the Unaffiliated Stockholders because, following the Merger, ARC will have a significantly different capital structure. However, to the extent the pre-Merger going concern value was reflected in the pre-announcement price of the ARC Common Stock, the Merger Consideration of $3.40 represents a premium to the going concern value of ARC.

In addition, the Purchaser Filing Parties did not consider net book value of ARC Common Stock as a factor in determining their view as to fairness of the Merger to the Unaffiliated Stockholders because they believe that net book value, which is an accounting concept, does not reflect, or have any meaningful impact on, either the

market trading prices of ARC Common Stock or ARC’s value as a going concern, and net book value is not a material indicator of the value of ARC as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger.

Other than to the extent known to the Buyer Parties and the Rollover Stockholders as disclosed in the section of this proxy statement captioned “Special Factors—Background of the Merger,” the Purchaser Filing Parties were not aware of any firm offer for a merger or consolidation of ARC with another company, the sale or transfer of all or a substantial part of ARC’s assets, or the purchase of all or a substantial portion of ARC’s securities that would enable such person to exercise control of or significant influence over ARC having been received by ARC from anyone other than the Buyer Parties and the Rollover Stockholders in the two years preceding the signing of the Merger Agreement.

The Purchaser Filing Parties did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Unaffiliated Stockholders. The Purchaser Filing Parties further believe that the Merger is procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors, which are not listed in any relative order of importance:

The Purchaser Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The Purchaser Filing Parties also considered the inclusion in the Merger Agreement of a requirement that at least a majority of the Unaffiliated Stockholders approve the Merger and adopt the Merger Agreement, but given all of the reasons above as to why the Merger is substantively and procedurally fair to the Unaffiliated Stockholders, including that (i) the Merger Consideration represents a premium of approximately 28.8% over the closing share price of the ARC Common Stock on June 28, 2024, the last trading day before the public disclosure of the April Proposal and (ii) a Special Committee was formed and retained its own nationally recognized legal and financial advisors, as well as the fact that (i) such a vote is not required by Delaware law, (ii) the Acquisition Group collectively only owns approximately 15.8% of the voting power of ARC’s outstanding capital stock as of the date of this proxy statement, and (iii) a “majority of the minority” vote would have imposed additional cost in connection with Merger approval process, determined that such factors outweighed the benefit of including this provision and that the Merger and the transactions contemplated thereby are otherwise substantively and procedurally fair to the Unaffiliated Stockholders for the reasons described above.

The foregoing discussion of the information and factors considered and given weight by the Purchaser Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Purchaser Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Purchaser Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

The Purchaser Filing Parties believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any stockholder of ARC to approve the proposal to adopt the Merger Agreement. The Purchaser Filing Parties make no recommendation as to how Company stockholders should vote their shares relating to the Merger. The Purchaser Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

None of the Purchaser Filing Parties participated in the deliberations of the Special Committee or the ARC Board regarding, nor did they receive advice from the respective legal or other advisors to the Special Committee or the ARC Board as to, the fairness of the Merger to the Unaffiliated Stockholders. Based on the Purchaser Filing Parties’ knowledge and analysis of available information regarding ARC, the Special Committee and the ARC Board, as well as discussions with members of ARC’s senior management regarding ARC and its business

and the factors considered by, and findings of, the Special Committee and the ARC Board discussed in the section of this proxy statement captioned “Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger,” the Purchaser Filing Parties believe that the Merger is fair to the Unaffiliated Stockholders.

Under the SEC rules governing “going-private” transactions, the Purchaser Filing Parties may be deemed to be affiliates of ARC and, therefore, required to express their reasons for the Merger to the Unaffiliated Stockholders. The Purchaser Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the Purchaser Filing Parties, the primary purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement, and to allow them to own controlling equity interests in ARC and to bear the rewards and risks of such ownership after the Merger is completed and the shares of ARC Common Stock cease to be publicly traded, including any increases in the value of ARC as a result of improvements to ARC’s operations. The Purchaser Filing Parties believe that structuring the transaction in such manner is preferable to other transaction structures because it (i) will enable the Purchaser Filing Parties to acquire ARC, (ii) will allow ARC to cease to be a publicly registered, reporting company and (iii) represents an opportunity for the Unaffiliated Stockholders (other than the holders of the Excluded Shares) to receive the Merger Consideration of $3.40 per share of ARC Common Stock in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. In the course of considering the going-private transaction, the Purchaser Filing Parties did not consider any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Purchaser Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives. The Purchaser Filing Parties have undertaken to pursue the transaction at this time in light of the opportunities they perceive to strengthen ARC’s competitive position, strategy and financial performance under a new form of ownership.

In addition, the Merger will (i) allow the Purchaser Filing Parties to maintain a significant portion of their investment in ARC through their obligations to make an equity investment in Parent through the rollover of their existing holdings of ARC Common Stock as described in the section of this proxy statement captioned “Special Factors—Financing of the Merger—Rollover Financing”, and, in the case of Equity Investors, through the cash equity investment in Parent in the amount of $11.0 million as described in the section of this proxy statement captioned “Special Factors—Financing of the Merger—Equity Financing”, and (ii) enable certain of the Rollover Stockholders to maintain leadership roles with the Surviving Corporation.

Recent market challenges have created a sharply competitive landscape and the members of the Acquisition Group believe, at this point in time in ARC’s operating history, it is now more important than ever to embrace a more entrepreneurial perspective where ARC and its stakeholders are incentivized to grow and develop ARC’s products, brand and business with a longer term perspective. Mr. Suriyakumar believes it is increasingly difficult to develop this type of culture in a public company context, where the public markets are increasingly focused on short-term results. As a privately-owned company, ARC would have increased flexibility to make decisions that may negatively affect quarterly results but that may, over the long term, increase ARC’s value. In contrast, as a publicly-traded company, ARC currently faces public shareholder and investment analyst pressure to make decisions that may produce better short-term results, but which may over the long-term lead to a reduction in the per share price of its publicly-traded equity securities. As a privately-owned company, ARC would also be relieved of many of the other burdens and constraints imposed on public companies, which would also provide it with greater flexibility to optimize its cost structure. The need for management to be responsive to public stockholder concerns and to engage in an ongoing dialogue with public shareholders may at times distract management’s time and attention from the effective operation and improvement of the business. For these reasons, the Purchaser Filing Parties believe that private ownership is in the best interests of the business and the organization and that the Merger is in the best interests of ARC’s stockholders.

Following completion of the Merger, Merger Sub will have been merged with and into ARC, with ARC surviving the Merger as a subsidiary of Parent. The shares of ARC Common Stock are currently listed on the

NYSE and registered under the Exchange Act. Following completion of the Merger, there will be no further market for ARC Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, ARC’s securities will be delisted from the NYSE and deregistered under the Exchange Act.

After the Effective Time, Parent anticipates that ARC’s operations will initially be conducted substantially as they are currently being conducted, except that it will (i) cease to be an independent public company and will instead be a wholly-owned subsidiary of Parent and (ii) have substantially more debt than it currently has. If the Merger is consummated, the ARC Common Stock will be delisted from the NYSE and will cease to be registered under the Exchange Act (via termination of registration pursuant to Section 12(b) of the Exchange Act).

From and after the Effective Time, the officers of ARC immediately prior to the Effective Time will be the officers of the Surviving Corporation and the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. At the Effective Time, the certificate of incorporation of ARC as the Surviving Corporation will be amended and restated in its entirety to read as set forth in Exhibit C to the Merger Agreement, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation and such bylaws.

The Purchaser Filing Parties anticipate being able to lower ARC’s cost structure, as a go-forward private company, and are currently conducting a review of ARC and its business and operations with a view toward determining how to redirect ARC’s operations to improve ARC’s long-term earnings potential as a private company (including, as above, by reducing ARC’s costs and expenses following the Merger) and expect to complete such review following completion of the Merger. Further, following completion of the Merger, the Purchaser Filing Parties will continue to assess ARC’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of ARC. In addition, Parent may seek to buy or combine ARC with target companies that provide earnings and growth synergies; however, no definitive contracts, arrangements, plans, proposals, commitments or understandings with respect thereto currently exist. Although presently there are no definitive contracts, arrangements, plans, proposals, commitments or understandings regarding any such transactions, the Purchaser Filing Parties and certain of their affiliates may seek, from and after the Effective Time, to acquire target companies or assets that operate in ARC’s industry.

If the Requisite Stockholder Approval is obtained and all other conditions to closing are satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will merge with and into ARC, (2) the separate existence of Merger Sub will cease, and (3) ARC will continue as the Surviving Corporation in the Merger and a wholly-owned subsidiary of Parent. As a result of the Merger, ARC will cease to be a publicly traded company, the ARC Common Stock will be delisted from the NYSE and deregistered under the Exchange Act and ARC will no longer file periodic reports with the SEC. If the Merger is completed, Company stockholders (other than Rollover Stockholders) will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a Certificate of Merger with, and acceptance of that certificate by, the Corporate Secretary of State of the State of Delaware (or at a later time as ARC, Parent and Merger Sub may agree and specify in such Certificate of Merger).

Upon the terms and subject to the conditions of the Merger Agreement

As soon as possible following the Effective Time and in any event on the Closing Date, Parent or Merger Sub will deposit cash with the Paying Agent sufficient to pay the aggregate Merger Consideration. Once a stockholder has provided the Paying Agent with (i) their stock certificates (or an affidavit of loss in lieu of a stock certificate), together with a completed and executed letter of transmittal, (ii) with respect to book-entry shares not held through The Depository Trust Company (“DTC”), a customary “agent’s message” (or such other evidence of surrender as the Paying Agent may reasonably request), and (iii) with respect to book-entry shares held, directly or indirectly, through DTC, surrender of such shares in accordance with DTC’s customary surrender procedures and such other procedures as agreed by ARC, Parent, the Paying Agent, DTC and its nominees, and such other necessary or desirable third-party intermediaries, then the Paying Agent will pay the stockholder the appropriate portion of the aggregate Merger Consideration. For more information, see the section of this proxy statement captioned “The Merger Agreement—Exchange and Payment Procedures.”

Following the Merger, all of the equity interests in the Surviving Corporation will be owned, directly or indirectly, by Parent, the Purchaser Filing Parties, and their respective affiliates. If the Merger is consummated, Parent, the Purchaser Filing Parties and their respective affiliates will be the sole beneficiaries of ARC’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting ARC following the Merger. Similarly, Parent, the Purchaser Filing Parties, and their respective affiliates will also bear the risks of ongoing operations, including the risks of any decrease in ARC’s value after the Merger. In connection with the Merger, certain members of ARC’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of ARC’s stockholders generally, as described in more detail the section of this proxy statement captioned “Special Factors—Interests of Executive Officers and Directors of ARC in the Merger.”

ARC equity compensation awards will be treated as follows:

As soon as practicable, ARC will take all actions necessary to, among other things, (i) provide that no new individuals will be permitted to enroll in the Company ESPP on or following August 27, 2024, (ii) prohibit any increase in the amount of participants’ payroll deduction elections under the Company ESPP from and after August 27, 2024, (iii) suspend the Company ESPP and provide that no new offering period may commence prior to the termination of the Merger Agreement if any offering period in effect on August 27, 2024 ends prior to the Effective Time, (iv) provide if any offering period in effect on August 27, 2024 would continue to be in effect as of less than five business days prior to the Closing Date, accelerate the last day of such offering period will be accelerated to be the fifth business day prior to the Closing Date and the final settlement or purchase of shares thereunder shall be made on that business day, and (v) subject to the consummation of the Merger, immediately prior to the Effective Time, terminate the Company ESPP.

The primary benefit of the Merger to the Unaffiliated Stockholders, other than the holders Excluded Shares, will be their right to receive the Merger Consideration for each share of ARC Common Stock held by such stockholders as described above. This amount constitutes an approximately 28.8% premium to ARC closing stock price on the last trading day prior to the public disclosure of Mr. Suriyakumar’s proposal to acquire ARC. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in ARC’s future earnings, growth or value.

The primary detriment of the Merger to the Unaffiliated Stockholders is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by ARC after the Merger, including as a result of any sale of ARC or its assets to a third party in the future. Additionally, the receipt of cash in exchange for ARC Common Stock pursuant to the Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section of this proxy statement captioned “Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”) who surrender their ARC Common Stock in the Merger to the extent that such stockholders have any gain on their shares of ARC Common Stock.

If the Merger is completed, all of the equity interests in ARC will be beneficially owned, directly or indirectly, by the Purchaser Filing Parties and their respective affiliates.

The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger and the transactions contemplated by the Rollover Agreement, Parent, the Purchaser Filing Parties and their respective affiliates will collectively beneficially own 100% of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net earnings. The table below sets forth the beneficial ownership of ARC Common Stock and resulting interests in ARC’s net book value and net earnings of the Purchaser Filing Parties prior to the Merger, based on ARC’s net book value at June 30, 2024 and net earnings for the year ended December 31, 2023 and for the six months ended June 30, 2024, as if the Merger were completed on such date.

In addition, the Purchaser Filing Parties will benefit from the savings associated with ARC no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Purchaser Filing Parties include the lack of liquidity for Surviving Corporation Common Stock following the Merger and the risk that ARC will decrease in value following the Merger.

If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, ARC’s stockholders will not have the right to receive any payment for their shares of ARC Common Stock in connection with the Merger. Instead, (1) ARC will remain an independent public company, (2) the ARC Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) ARC will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, ARC expects that: (x) our management will continue to operate the business as it is currently being operated and (y) ARC’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which ARC operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of the ARC Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the ARC Common Stock would return to the price at which ARC Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of ARC Common Stock. If the Merger is not completed, the ARC Board will continue to evaluate and review, among other things, ARC’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, ARC’s business, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated, ARC has agreed to pay Parent the Company Termination Fee of $5,277,367, and Parent has agreed to pay the Company the Reverse Termination Fee of $750,000 under certain circumstances, as more fully described in the section of this proxy statement captioned “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees and Remedies.”

ARC does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent uncertainty, unpredictability and subjectivity of the assumptions and estimates underlying any such forecasts or assumptions. ARC’s management has, however, prepared projections as to future financial performance for internal use from time to time in the past. A three-year forecast covering fiscal years 2024 – 2026 (the “Three-Year Management Projections”) was prepared by ARC’s management team, which was not discussed or separately provided to the ARC Board or the Special Committee for any purpose.

In connection with the Special Committee’s consideration of ARC’s stand-alone prospects and potential strategic transactions available to it, including the Merger, the Special Committee determined that it would be advisable for a five-year forecast covering fiscal years 2024 - 2029 to be prepared. The Special Committee interviewed two independent third-party consulting firms during early May and subsequently engaged AlixPartners to prepare a five-year financial forecast with the assistance of and significant input from ARC’s senior management team (excluding Mr. Suriyakumar), and leveraging the Three-Year Management Projections. As part of its work, AlixPartners (i) interviewed the members of the Special Committee and certain members of ARC’s senior management team (excluding Mr. Suriyakumar), (ii) reviewed external industry and market reports to collect insights on market trends and the competitive landscape, and (iii) conducted a diligence review of ARC’s business and financial operations. AlixPartners performed its work over an approximately five-week period and presented a five-year forecast covering fiscal years 2024 - 2029 (the “June Projections”) to the Special Committee on June 20, 2024. The June Projections were reviewed and approved by the Special Committee, and the Special Committee instructed William Blair to use such projections in connections with its review and evaluation of the non-binding proposal received from Mr. Suriyakumar on April 8, 2024.

As described in the section of this proxy statement captioned “—Background of the Merger,” information containing the June Projections, as summarized below, was made available to potential proposed bidders, including Parent, in connection with their due diligence review of a potential transaction with ARC.

On August 27, 2024, the Special Committee reviewed and approved an updated version of the June Projections that included actual results for the second quarter of fiscal year 2024 in lieu of the earlier estimates for such fiscal quarter (the “August Projections” and, together with the June Projections, the “Projections”). The August Projections reflected the actual results for the second quarter of fiscal 2024 and marginal forecast changes for the second half of fiscal 2024. AlixPartners did not prepare or review the August Projections.

The Special Committee used the June Projections in connection with the Special Committee’s consideration of ARC’s stand-alone prospects and potential strategic transactions available to it. It subsequently used the August Projections to assist in its final decision-making process in determining to recommend that the ARC Board approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger. The Special Committee directed William Blair to use and rely on the August Projections for purposes of its financial analysis and opinion, which financial analysis and opinion are described under the heading “Special Factors - Opinion of the Special Committee’s Financial Advisor.” The Projections are included in this proxy statement solely to provide ARC’s stockholders access to the financial projections that were made available to and relied upon by the Special Committee and William Blair. The Projections may not be appropriate for other purposes and are not being included in this proxy statement to influence a stockholder’s decision whether to vote to adopt the Merger Agreement and approve the Merger.

Although the Projections were prepared on a basis consistent with ARC’s financial statements, the Projections, and the key assumptions and estimates underlying the Projections, were generated for confidential use and were not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC regarding projections, the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Neither ARC’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

The Three-Year Management Projections were provided to AlixPartners and were a significantly crucial component of the June Projections, which AlixPartners prepared with the assistance and significant input from the management team (excluding Mr. Suriyakumar).

The Three-Year Management Projections reflect numerous qualitative estimates and assumptions, including:

These values and amounts were determined by ARC’s management based on their experience and judgment at the time they were prepared and their expectations of ARC’s operations as a standalone public company.

Following its review of the Three-Year Management Projections and other work as previously described, AlixPartners prepared the June Projections. The June Projections reflect certain estimates and assumptions, including:

The following is a summary of the June Projections: