MOC Command Security Corp.

THE MERGER (PROPOSAL 1)

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A . You should read the entire merger agreement carefully as it is the legal document that governs the merger.

General

Command, Parent and Merger Sub entered into a merger agreement, pursuant to which they agreed that Parent would acquire Command pursuant to a merger of Merger Sub with and into Command, with Command surviving the merger as a wholly owned subsidiary of Parent. As a result of the merger, Command will cease to be a separate, publicly held company. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

In the merger, each share of Command common stock issued and outstanding as of immediately prior to the merger (other than shares owned by Command’s subsidiaries, Parent, Merger Sub or any of their subsidiaries) will be converted into the right to receive $2.85 in cash.

The merger agreement must be approved by the affirmative vote of holders of two-thirds of the outstanding shares of Command common stock entitled to vote on the proposal at the special meeting. Abstentions and broker non-votes will have the effect of a vote against the merger agreement.

Background of the Merger

The following discussion summarizes the key events that culminated in the signing of the merger agreement. This discussion does not purport to describe every conversation among Command or the representatives of Command and Parent and other parties.

As part of their periodic strategic evaluation of Command’s business and efforts to enhance shareholder value, Command’s board of directors (which we refer to as the “Command board”) and members of Command’s senior management regularly review and assess Command’s business plan and strategy, including a review of a variety of potential strategic alternatives. As part of that review, the Command board and senior management of Command considered alternatives to improve Command’s competitive position by pursuing larger national and international business opportunities, identifying strategic acquisitions and strengthening Command’s balance sheet. Command’s ability to utilize its equity was limited by its concentration of ownership and its ability to utilize additional long-term debt was limited by its narrow operating margins. As a result, the Command board believed that Command’s most advantageous path for growth and to create shareholder value was to pursue large contracts that could add additional revenue and earnings similar to an acquisition or the sale of the entire business.

In May 2016, the Command board and senior management, after interviewing other investment banking firms, engaged Nomura Securities International, Inc. (which we refer to as the “Financial Advisor” or “Nomura”) as exclusive financial advisor in connection with a potential sale of Command.

At the direction of the Command board, in the summer of 2016, the Financial Advisor contacted a group of potential purchasers. Command and the Financial Advisor interacted with 25 potential purchasers, including Prosegur Compañía de Seguridad, S.A. (“Prosegur”), which is the ultimate parent of Parent and Merger Sub, and a privately held contract security services company (which we refer to as “Party A”), to assess their interest in pursuing a transaction with Command. In response, Command received three first-round, non-binding proposals, including Party A. Command entered into a non-disclosure agreement with Party A on September 16, 2016. Prosegur did not submit an indication of interest at that time. Of such three bidders, only one bidder, which is a privately held security and facility services company (which we refer to as “Party B”), conducted extensive due diligence regarding Command. However, in November 2016, Command decided not to proceed with a transaction due to untenable conditions imposed by Party B. The Financial Advisor continued to monitor and to identify potential strategic partners for Command.

On July 10, 2017, Craig Coy, Command’s Chief Executive Officer, and Paul Brost, Command’s Chief Financial Officer, met with senior management of Party A to review a high level summary of Command’s current business situation. Intermittent contact occurred between Messrs. Coy and Brost and senior management of Party A from July 2017 through December 2017 but no detailed discussions or negotiations occurred during this time.

On September 20, 2017, Prosegur contacted Messrs. Coy and Brost with respect to a potential acquisition of Command by Prosegur. On November 14, 2017, Prosegur executed a non-disclosure agreement which was countersigned by Command on November 30, 2017, for the purposes of conducting due diligence and Messrs. Coy and Brost met with Ryan Tucker, the U.S. Corporate Development Director of Prosegur, on November 30, 2017 for a preliminary discussion. On January 24, 2018, Mr. Tucker met with Messrs. Coy and Brost and conducted additional preliminary discussions.

On February 7, 2018, Messrs. Coy and Brost held a preliminary call with the senior management of Party A to discuss Party A’s potential interest in acquiring Command. At the meeting, Messrs. Coy and Brost confirmed that the non-disclosure agreement between Command and Party A that was previously entered into on September 16, 2016 remained in effect and provided summary financial information about Command but requested that Party A deliver a letter of intent demonstrating Party A’s intent to acquire Command in order to further discussions.

Messrs. Coy and Brost held a meeting on February 21, 2018 with Mr. Tucker to discuss Prosegur’s interest in acquiring Command and held a follow-up meeting on March 12, 2018 with Mr. Tucker and Javier Tabernero, a Managing Director of Prosegur’s security business, to further discuss Prosegur’s strategic plans and interest in acquiring Command. At the March 14, 2018 meeting, Messrs. Coy and Brost agreed to respond to a few questions from Prosegur as preliminary due diligence, and such questions were provided by Prosegur on March 19, 2018. On March 26, 2018, Messrs. Coy and Brost met with Mr. Tucker and Miguel Igualada, a Corporate Development Manager of Prosegur, and responded to the preliminary due diligence questions.

On April 9, 2018, Mr. Coy met with Messrs. Tucker and Tabernero to discuss Prosegur’s interest in Command and potential future steps. Following this meeting, Command and Prosegur exchanged additional communications electronically and by conference call to further discuss future steps and to provide summary financial information about Command. At the regularly scheduled meetings of the Command board held on April 10, 2018 and April 11, 2018, Messrs. Coy and Brost updated the Command board on the discussions with Party A and Prosegur to date.

On May 2, 2018, Command publicly disclosed the loss of a significant portion of Command’s scope of work with one of its existing customers, a major internet retailer, and Mr. Coy called Mr. Tucker to advise him of such fact.

On May 7, 2018, Party A provided to Command a preliminary, non-binding letter of interest relating to the acquisition of Command (which we refer to as the “Initial Party A LOI”). The Initial Party A LOI proposed an all-cash transaction with an initial non-binding purchase price of $2.30 per share and an initial exclusivity period of 90 days.

On May 8, 2018, Messrs. Coy and Brost held a call with representatives of the Financial Advisor to discuss potential timelines for a transaction with Party A or Prosegur.

On May 11, 2018, the Command board held a telephonic meeting at which Mr. Coy and the Command board discussed whether there would be a viable deal for the sale of Command given Command’s loss of a significant portion of Command’s scope of work with one of its existing customers. On the same day, Messrs. Coy and Brost held a conference call with representatives of Prosegur, including Messrs. Tucker, Tabernero and Igualada and Manuel Núñez, the Head of Expansion of Prosegur, to discuss whether Prosegur remained interested in acquiring Command given such recent development. Additional calls between Messrs. Coy and Brost and representatives of Prosegur occurred on May 14, 2018 and May 15, 2018, during which Mr. Brost provided an updated financial summary of Command that took into effect such recent development.

On May 16, 2018, Prosegur provided Command with a preliminary, non-binding letter of interest relating to the acquisition of Command (which we refer to as the “Initial Prosegur LOI” and together with the Initial Party A LOI, the “Initial LOIs”). The Initial Prosegur LOI proposed an all-cash transaction with an initial non-binding purchase price range of $1.85 to $2.35 per share and an initial exclusivity period ending on October 16, 2018.

On May 17, 2018, the Command board held a telephonic meeting with Messrs. Coy and Brost as well as representatives of the Financial Advisor and representatives of Command’s outside legal advisor, Winston & Strawn LLP (which we refer to as “Winston”), to discuss the Initial LOIs. On the call, the representatives of the Financial Advisor provided company overviews of Party A and Prosegur and a summary and analysis of proposed purchase prices contained in the Initial LOIs. The Command board then discussed the need for both Party A and Prosegur to re-evaluate and revise their respective Initial LOIs, including by increasing the proposed purchase price and/or shortening the exclusivity periods.

On May 18, 2018, Messrs. Coy and Brost conducted a call with representatives of Prosegur, including Messrs. Núñez, Tabernero and Tucker, to discuss the Initial Prosegur LOI. On the call, the parties discussed whether the initial non-binding purchase price range in the Initial Prosegur LOI accurately reflected the value of Command and its business, including Command’s plan to address the loss of the major contract with commensurate reductions in operating costs to partially offset the effects of the decline of revenue and income.

On May 23, 2018, Messrs. Coy and Brost met with senior management of Party A to discuss the Initial Party A LOI and present to senior management of Party A the updated summary level financial information that takes into effect the loss of a significant portion of Command’s scope of work with one of its existing customers, including Command’s plan to address the loss of the major contract with commensurate reductions in operating costs to partially offset the effects of the decline of revenue and income. In the meeting, the parties discussed whether the initial non-binding purchase price in the Initial Party A LOI accurately reflected the value of Command and its business. Messrs. Coy and Brost discussed Command’s strategic interest in pursuing a potential transaction with Party A, and representatives of Party A described their strategic interest in aligning themselves with Command. Messrs. Coy and Brost also advised Party A that another party was potentially interested in pursuing the acquisition of Command and that the Command board was mindful of its fiduciary obligations to obtain a fair value for Command and its shareholders.

On May 25, 2018, Messrs. Coy and Brost conducted a follow-up call with representatives of Prosegur, including Messrs. Núñez, Tabernero and Igualada, to further discuss the Initial Prosegur LOI. On the call, the parties also discussed Command’s strategic interests in pursuing a transaction with Prosegur based on Command’s understanding of Prosegur’s global business strategy. Messrs. Coy and Brost also advised Prosegur that another party was potentially interested in pursuing the acquisition of Command and that the Command board was mindful of its fiduciary obligations to obtain a fair value for Command and its shareholders.

On May 29, 2018, the Command board held a telephonic meeting at which representatives of the Financial Advisor and Winston were present. On the call, the Command board discussed the terms of the Initial LOIs and the recent discussions with Party A and Prosegur, including Prosegur’s desire to have a breakup fee, as well as the merits of the Initial LOIs and Party A’s and Prosegur’s respective ability to complete a potential transaction. In addition, there was a discussion about how to obtain sufficient Command shareholder support to approve a potential transaction. The Command board instructed Messrs. Coy and Brost to continue the discussions with both parties and report back to the Command board.

On May 30, 2018, Messrs. Coy and Brost held a call with representatives of Prosegur, including Messrs. Núñez, Tabernero and Igualada, to discuss the instructions Messrs. Coy and Brost received from the Command board and to advise them that Prosegur should consider revising the Initial Prosegur LOI. On the same day, Mr. Coy held a call with the Chairman of Party A to also discuss the instructions Messrs. Coy and Brost received from the Command board and to advise Party A that it should consider revising the Initial Party A LOI. Following such discussions with Prosegur and Party A, Messrs. Coy and Brost held a call with representatives of the Financial Advisor and Winston, on May 31, 2018 to discuss the discussions held with representatives of Prosegur and the Chairman of Party A on the prior day.

On May 31, 2018, Party A delivered to Command a revised non-binding letter of interest relating to the acquisition of Command (which we refer to as the “Revised Party A LOI”). The Revised Party A LOI provided an updated non-binding purchase price of $2.50 per share and proposed an initial exclusivity period of 90 days. Subsequently, Messrs. Coy and Brost held several calls and meetings from June 1, 2018 through June 4, 2018 with representatives of the Financial Advisor and Winston to discuss the terms of the Revised Party A LOI.

On June 7, 2018, Messrs. Coy and Brost conducted a follow-up call with representatives of Prosegur, including Messrs. Núñez, Tabernero and Igualada, during which representatives of Prosegur indicated that Prosegur would deliver a revised non-binding letter of intent to offer a non-binding purchase price range of $2.54 to $2.90 per share, subject to completion of a two-stage due diligence process, an expense mitigation condition that would come into effect if the Command board did not accept a final offer at or above $2.75 per share as well as a break-up fee condition if Command rejected Prosegur’s final offer because Prosegur was interested in receiving assurances that a transaction would indeed be concluded. Messrs. Coy and Brost held a call with representatives of the Financial Advisor and Winston on June 8, 2018 to discuss the latest call with Prosegur.

On June 15, 2018, the Command board held a telephonic meeting at which representatives of the Financial Advisor and Winston also were present. At the meeting, Mr. Coy reviewed the terms of the Revised Party A LOI and the terms of the latest non-binding revised offer from Prosegur, including the higher purchase price range of $2.54 to $2.90 per share that was offered by Prosegur as well as the related conditions. Representatives of Winston provided the Command board with a review of its fiduciary obligations and a summary of how the Command board may consider both offers. In addition, representatives of the Financial Advisor discussed how to proceed with Party A. After reviewing and discussing the relevant facts, the Command board unanimously determined that (i) the latest offer from Prosegur was superior to the offer from Party A primarily based on the higher non-binding purchase price range offered by Prosegur, (ii) Party A’s offer would be placed on hold, and (iii) Mr. Coy would carry out the Command board’s determination.

On June 18, 2018, Mr. Coy called the Chairman of Party A to communicate that the Command board had decided to place Party A’s offer on hold.

On June 19, 2018, Prosegur delivered to Command a revised non-binding letter of interest relating to the acquisition of Command that reflected the terms that were discussed on June 7, 2018 (which we refer to as the “Revised Prosegur LOI”). Command accepted the Revised Prosegur LOI on the same day and granted an initial exclusivity period of 45 days at the end of which the exclusivity would be extended should Prosegur reaffirm its intention to transact at a purchase price range of $2.75 to $2.90 per share and should the parties agree on a transaction structure term sheet. Also on June 19, 2018, Command and Prosegur entered into a standstill and non-disclosure agreement for purposes of conducting due diligence.

On June 21, 2018, to facilitate Prosegur’s due diligence, Command gave representatives of Prosegur access to an electronic data room containing documents and information with respect to Command.

During the period from June 21, 2018 through August 2, 2018, representatives of Prosegur conducted the first phase of their due diligence with respect to Command and Messrs. Coy and Brost had frequent discussions with representatives of Prosegur, the Financial Advisor and Winston regarding the potential transaction and confirmatory due diligence matters. Winston began preparing a draft of the merger agreement in July 2018 with the input of Messrs. Coy and Brost.

On August 3, 2018, after conducting the first phase of its due diligence, Prosegur submitted to Command a supplement to the Revised Prosegur LOI (which we refer to as the “Supplemental Prosegur LOI”), which provided for a revised non-binding purchase price range of $2.75 to $2.90 per share and the extension of the exclusivity period for an additional 45 days. Command accepted the Supplemental Prosegur LOI on the same day and extended the exclusivity period for an additional 45 days.

During the period from August 3, 2018 through September 13, 2018, representatives of Prosegur conducted the second phase of due diligence with respect to Command and Messrs. Coy and Brost and other members of Command’s management had frequent discussions with representatives of Prosegur, the Financial Advisor and Winston regarding confirmatory due diligence matters and the potential transaction, including the drafting and negotiation of the merger agreement, a draft of which was first sent to Prosegur by Mr. Coy on August 9, 2018. Winston also prepared a draft of the voting agreement during August 2018, which was contemplated by the merger agreement to be executed concurrently with the merger agreement. An initial draft of the voting agreement was sent by the outside legal counsel to Prosegur, Gibson, Dunn & Crutcher LLP (which we refer to as “Gibson”) to Winston on August 28, 2018.

On August 28, 2018, Gibson sent a revised draft of the merger agreement to Winston. The draft reflected Prosegur’s responses to certain issues raised by Command’s proposed merger agreement draft regarding among other things, Command’s representations and warranties, the termination provisions and Command’s ability to consider and pursue a superior offer after the signing of the merger agreement.

On August 29, 2018, the Command board held a special meeting at which Mr. Brost and representatives of the Financial Advisor and Winston were present. At the meeting, Mr. Coy provided a status update, including an update on the status of the merger agreement, recent discussions with representatives of Prosegur and a possible timeline for a public announcement. Representatives of the Financial Advisor indicated that the Financial Advisor would deliver a fairness opinion to the Command board at the board meeting to be held to consider the final approval of the merger.

On August 31, 2018, Winston provided to Gibson its comments on the draft voting agreement.

On September 4, 2018, the Command board held a telephonic meeting at which Mr. Brost and representatives of the Financial Advisor and Winston were present. At the meeting, Mr. Coy provided a status update, indicating that Command had not yet received an updated price per share proposal from Prosegur. The Command board determined that it needed to receive the updated final purchase price prior to being able to analyze the proposed transaction.

On September 10, 2018, Prosegur communicated to Command a revised price of $2.84 per share, which was further revised on September 12, 2018 to $2.87 per share.

On September 11, 2018, the Command board held a telephonic meeting at which Mr. Brost and representatives of the Financial Advisor and Winston were present. At the meeting, representatives of the Financial Advisor provided a status update regarding the Financial Advisor’s fairness opinion. In addition, representatives of Winston provided a status update regarding the merger agreement and discussed the fiduciary duties of the Command board. Also on September 11, 2018, Gibson sent a revised draft of the voting agreement to Winston.

On September 12, 2018, Mr. Coy contacted Norman Pessin and Evan Wax of Wax Asset Management LLC, who are the two largest shareholders of Command and hold approximately 15.7% and 19.1%, respectively, of the outstanding shares of Command common stock. After entering into non-disclosure agreements with each of Messrs. Pessin and Wax, Mr. Coy informed Messrs. Pessin and Wax of the proposed transaction and the proposed purchase price of $2.87 per share, provided a draft of the voting agreement for their review and requested that they sign the voting agreement. On these calls, Messrs. Pessin and Wax indicated that they would be willing to sign the voting agreement.

Also on September 12, 2018, Command extended the exclusivity period granted to Prosegur for an additional week.

On September 13, 2018, upon completion of Prosegur’s due diligence, Prosegur submitted a revised price of $2.85 per share.

On the same day, Messrs. Coy and Brost held several calls with representatives of Prosegur, including Messrs. Núñez, Tabernero, Igualada and Tucker, to discuss outstanding issues relating to the merger agreement. These issues included, among other things, the final purchase price offer of $2.85 per share and the termination fee.

On September 14, 2018, Mr. Coy called Messrs. Pessin and Wax to inform them of the final purchase price of $2.85 per share. Messrs. Pessin and Wax confirmed that they remained willing to sign the voting agreement.

On September 16, 2018, the Command board held a telephonic meeting at which Mr. Brost and representatives of the Financial Advisor and Winston were present. All members of the Command board other than Thomas P. Kikis, who was traveling and could not join the call but had expressed his support of the transaction and the final purchase price of $2.85 per share to Mr. Coy and James P. Heffernan, a director of Command, were present. After introductory remarks, Mr. Coy provided an update of the status of the transaction, including the merger agreement and timing of future steps. A representative of Winston led a discussion of the legal aspects of the Command board’s responsibilities in connection with the proposed transaction, noting that the Command board had a fiduciary responsibility to seek the best outcome possible for the shareholders. The Command board also was advised to consider the merger agreement and whether the proposed price and terms were in the best interest of the shareholders of Command. The representative of Winston then provided a review of the structure and key terms of the transaction and responded to questions from the Command board on matters including, among other things, approval from the Committee on Foreign Investment in the United States and its member agencies (which we refer to as “CFIUS”) and the termination fee of approximately $1.2 million, which reflected approximately 4% of the aggregate merger consideration. The Command board then reviewed the voting agreement with the representative of Winston, who explained the terms of the voting agreement. Thereafter, a representative of the Financial Advisor rendered its oral opinion to the Command board, subsequently confirmed in writing, that as of that date and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in its written opinion, the $2.85 per share purchase price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of Command common stock, other than Command common stock owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly owned subsidiary of Command, is fair, from a financial point of view, to such holders. For more information about the Financial Advisor’s opinion, see “—Opinion of Command’s Financial Advisor.”

Following such discussion and the receipt of the Financial Advisor’s opinion, all of the members of the Command board in attendance unanimously (i) determined that the terms of the merger agreement, including the merger, were advisable, fair to, and in the best interests of, Command and its shareholders, (ii) approved the merger agreement and (iii) resolved to recommend that Command’s shareholders adopt the merger agreement. Mr. Kikis, who did not attend the September 16, 2018 meeting but was informed throughout the negotiations with Prosegur and Party A and subsequently reviewed the materials presented to the Command board at the September 16, 2018 meeting (including the Financial Advisor’s fairness analyses), advised Messrs. Heffernan and Coy independently to inform the Command board that he concurred with the Command board’s approval and adoption of the merger agreement and approval of the merger and its recommendation to Command’s shareholders.

On September 18, 2018, the merger agreement was executed by Command, Parent and Merger Sub. Concurrently with the execution of the merger agreement, Parent also entered into the voting agreement with Craig P. Coy, Thomas P. Kikis, Wax Asset Management, LLC, Norman H. Pessin, Sandra F. Pessin and Brian L. Pessin, who, as of the date of the voting agreement, collectively beneficially owned 6,154,468 shares of Command common stock, or approximately 60.7% of the outstanding shares of Command common stock. In addition, immediately prior to the execution of the merger agreement, Messrs. Coy and Brost, at the direction of Prosegur, signed letters that acknowledge that the merger does not constitute “Good Reason” (as such term is defined in their respective employment agreements) for them to resign from Command and receive specified severance benefits.

Also on September 18, 2018, Command issued a press release announcing the execution of the merger agreement after the closing of the U.S. financial markets on that day.

Reasons for the Merger and Recommendation of Command’s Board of Directors

In reaching its conclusion that the merger agreement is advisable, fair to, and in the best interests of Command and its shareholders, the Command board consulted with the senior management of Command, as well as Command’s legal and financial advisors, and considered the following material factors and benefits of the merger:

In addition, the Command board considered a variety of risks and other potentially negative factors concerning the merger. These factors included the following:

The preceding discussion of the information and factors considered by the Command board is not intended to be exhaustive but includes the material factors considered by the Command board. In view of the complexity and wide variety of factors considered by the Command board in connection with its evaluation of the merger, the Command board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the different factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the Command board may have given different weight to different factors.

This explanation of Command’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Command board has unanimously determined that the terms of the merger are advisable, fair to, and in the best interests of Command and its shareholders, has approved the terms of the merger agreement and the merger, and unanimously recommends that the shareholders of Command vote “FOR” the proposal to adopt the merger agreement .

Opinion of Command’s Financial Advisor

Command engaged Nomura as its exclusive financial advisor in connection with the merger. As part of this engagement, Nomura delivered an opinion, dated September 16, 2018, to the Command board to the effect that, as of that date and based on and subject to various assumptions, qualifications, matters considered and limitations described in the opinion, the $2.85 per share merger consideration to be received in the merger by holders of shares of Command common stock was fair, from a financial point of view, to such holders. The full text of Nomura’s written opinion, dated September 16, 2018, is attached as Annex C to this proxy statement and sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Nomura in connection with its opinion.

Nomura’s opinion was provided for the benefit of the Command board (in its capacity as such) in connection with, and for the purposes of, its evaluation of the merger. Nomura’s opinion addressed only the fairness to the holders of shares of Command common stock, from a financial point of view and as of the date of such opinion, of the per share merger consideration and did not address any other aspect of the merger. Nomura’s opinion did not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to Command or Command’s underlying business decision to effect the merger. Nomura does not express any opinion and does not make any recommendation to any holder of shares of Command common stock as to how such holder should vote or act with respect to the merger or any other matter.

In arriving at its opinion, Nomura, among other things:

In connection with its review, with the consent of the Command board, Nomura did not independently verify, nor did it assume any responsibility for independent verification of, any of the information provided to or reviewed by it for the purpose of its opinion and, with the consent of the Command board, Nomura relied on such information being complete and accurate in all material respects. In addition, with the consent of the Command board, Nomura did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Command, nor was Nomura furnished with any such evaluation or appraisal. Nomura also did not evaluate, and did not express an opinion as to the impact of the merger on, the solvency, viability or fair value of Command under any state or federal law relating to bankruptcy, insolvency or similar matters or the ability of Command to pay its obligations when they become due. With respect to the financial forecasts and estimates referred to above, Nomura assumed, at the direction of the Command board, that they had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Command as to the future financial performance of Command, including the fact that such forecasts attributed no value to Command’s investment in Ocean Protection Services LLC. Nomura expressed no opinion regarding the fairness of the amount or nature of the compensation to any of Command’s officers, directors or employees, or class of such persons, relative to the compensation to the public shareholders of Command, in connection with the merger. Nomura’s opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to Nomura as of, the date of its opinion. It should be understood that subsequent developments may affect Nomura’s opinion, and Nomura does not have any obligation to update, revise or reaffirm its opinion.

Although Nomura’s opinion was approved by its Fairness Opinion Committee, Nomura’s opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available to Command or Command’s underlying business decision to effect the merger. Nomura’s opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger. At the Command board’s direction, Nomura has not been asked to, nor has Nomura, offered any opinion as to the terms, other than the merger consideration to the extent expressly specified in its opinion, of the merger agreement or any related documents or the form of the merger. In rendering its opinion, Nomura assumed, with the consent of the Command board, that (i) the final executed form of the merger agreement would not differ in any material respect from the draft that Nomura reviewed, (ii) Command, Parent and Merger Sub would comply with all material terms of the merger agreement, and (iii) the merger would be consummated in accordance with the terms of the merger agreement without any adverse waiver or amendment of any material term or condition thereof. Nomura also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on Command, Parent or the expected benefits of the merger in any way meaningful to Nomura’s analysis. Nomura is not legal, regulatory, tax or accounting experts and relied on the assessments made by Command and its advisors with respect to such issues.

At the request of the Command board, in 2016, Nomura contacted third parties, including Parent, to solicit indications of interest in a potential strategic transaction with Command. The Command board and its senior management remained involved with third parties contacted in 2016 on a continuing basis in connection with a possible strategic transaction with Command.

Financial Analyses

In connection with rendering its opinion to the Command board, Nomura performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by Nomura in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected companies analysis, the selected transactions analysis and the premiums paid analysis summarized below, no company or transaction used as a comparison was identical to Command or the merger. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

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

Nomura believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Nomura’s analyses and opinion. Nomura did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole.

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

The merger consideration to be paid by Parent pursuant to the merger agreement was determined through negotiations between Command and Parent and was approved by the Command board. The decision to enter into the merger agreement and any related agreements was solely that of the Command board. Nomura’s opinion and analyses were only one of many factors considered by the Command board in its evaluation of the merger and should not be viewed as determinative of the views of the Command board, management or any other party with respect to the merger or related transactions or the consideration payable in the merger or related transactions.

Set forth below is a summary of the material financial analyses provided by Nomura to the Command board in connection with Nomura’s opinion, dated September 16, 2018. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Nomura, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Selecting portions of Nomura’s financial analyses or factors considered or focusing on the data set forth in the tables below without considering all analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Nomura’s financial analyses.

52 Week Share Price Performance of Command

Nomura reviewed the historical trading performance of the Command common stock in the 52 weeks ended September 14, 2018. Nomura observed that the price of the Command common stock as of the close of market on September 14, 2018, which was the last trading day prior to the date of its opinion, was $1.84 per share, that the low and high prices of shares of Command common stock for the 52 week period ended September 14, 2018 were $1.32 and $3.26 per share, respectively, and that the low and high prices of the Command common stock following the announcement by Command on May 2, 2018, of the loss of the Amazon, Inc. contract related to fulfillment centers, were $1.32 and $2.11, respectively, compared with the merger consideration of $2.85 per share.

Comparable Companies Analyses

Nomura reviewed and analyzed certain publicly available financial information, valuation multiples and market trading data relating to the following publicly traded companies with operations in the security services industry, which is the industry in which Command operates:

Although none of the companies listed above are directly comparable to Command, the companies were selected by Nomura for this analysis because they are publicly traded companies with operations and/or other criteria, such as lines of business, markets and business risks, which Nomura considered similar to Command for purposes of analysis. Nomura reviewed total enterprise values (“TEV”) of these companies, calculated as market value, based on reported fully-diluted shares of Command common stock outstanding and closing stock prices on September 14, 2018, plus debt outstanding, preferred equity, and minority interest, less cash, cash equivalents and investments in affiliates, as multiples of last 12 months and estimated one fiscal year forward earnings before interest, taxes, depreciation and amortization, as adjusted for certain items (“Adjusted EBITDA”) converted to a fiscal year ended March 31, 2019. Nomura then applied a range of selected multiples of last 12 months and one fiscal year forward EBITDA derived from the selected companies to Command’s last 12 months (as of June 30, 2018) and forecast fiscal year ending March 31, 2019 adjusted EBITDA. Nomura also reviewed closing stock prices on September 14, 2018 of the selected companies as multiples of last 12 months and estimated one fiscal year forward earnings per share, as adjusted for certain items (“P/E multiples”). Nomura then applied a range of selected P/E multiples derived from the selected companies to Command’s projected earnings for the fiscal year ending March 31, 2019. Financial data for Command were based on internal latest 12 months data and the projections prepared by Command’s management. Financial data for the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

The table below illustrates the representative ranges of multiples selected by Nomura based on the above analysis and the implied value ranges for a share of Command common stock:

No company included in the selected company analysis is identical to Command. In evaluating the selected companies, Nomura made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Command, such as the impact of competition on the business of Command and the industry in general, industry growth and the absence of any material adverse change in the financial condition and prospects of Command or the industry or in the financial markets in general. Mathematical analysis, such as determining the arithmetic mean or median, or the high or low, is not in itself a meaningful method of using selected company data.

Discounted Cash Flow Analyses

Nomura performed a discounted cash flow analysis of Command to calculate the estimated present values of the unlevered free cash flows that Command was forecasted to generate during the period from July 31, 2018 to March 31, 2024 based on the financial projections prepared by Command’s management. Nomura discounted the unlevered free cash flow to present value as of July 31, 2018 using a selected discount rate range of 9.0% to 11.0% based on Nomura’s estimation of Command’s then current weighted average cost of capital. Nomura calculated a terminal value for Command as of March 31, 2024 using both a Terminal EBITDA Method of calculation and a Perpetuity Growth Method of calculation. For purposes of the Terminal EBITDA Method, Nomura used an exit multiple of 7.0x to 9.0x to calculate terminal value for Command. For purposes of the Perpetuity Growth Method, Nomura applied a range of perpetual growth rates of 2.5% to 4.5% to the unlevered free cash flow of Command for the fiscal year ended March 31, 2024. Nomura then discounted the terminal value using its selected discount rate range of 9.0% to 11.0%. For each method, Nomura then calculated the implied price per share of Command common stock by adding the present value of the adjusted unlevered free cash flows and the terminal value. This analysis indicated the following implied equity value ranges for a share of Command common stock:

Comparable Transaction Analysis

Nomura reviewed and analyzed certain publicly available financial information relating to selected publicly announced merger and acquisition transactions in the security services industry and in the other professional services industry generally. It was Nomura’s judgment that these transactions were most relevant, for comparative purposes, to the proposed acquisition of Command. In performing these analyses, Nomura analyzed certain financial information and transaction multiples relating to the target companies and compared such information to the corresponding information about Command.

Nomura reviewed the following Security Services Transactions, although financial information was only available for five of these transactions:

Nomura reviewed the following other Professional Services Transactions:

For each of the transactions for which information was publicly available, Nomura calculated and compared the TEV of the target company as a multiple of the target company’s Adjusted EBITDA for the twelve months prior to the date that the relevant transaction was announced. The table set forth below shows the mean and median multiples observed:

Based on the analysis of such metric for the transactions noted above, Nomura selected a representative range of multiples of the transactions of 9.0x to 11.0x and applied this range of multiples to Command’s reported Adjusted EBITDA for the 12-month period ended June 30, 2018. This analysis indicated implied equity value range of $1.33 to $1.82 for a share of Command common stock.

No company or transaction utilized in the selected transactions analysis is identical to Command or the merger. In evaluating the selected transactions, Nomura made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond the control of Command, such as the impact of competition on the business of Command or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Command or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Mathematical analysis, such as determining the arithmetic mean or median, or the high or low, is not in itself a meaningful method of using selected company data.

Premiums Paid Analysis

Nomura also looked at premiums paid since 2015 in transactions having a transaction value of between $25 million and $75 million involving the acquisition of 100% of the equity of a public U.S. target company. Nomura compared the range of premia paid in the 27 transactions that fell within Nomura’s search criteria to the volume weighted average price (“VWAP”) of the shares of Command common stock for the one-month period ended September 14, 2018. Based on these transactions, Nomura applied a premium range of 30%-45% to $1.83, which was the VWAP for the shares Command common stock for the one-month period ended September 14, 2018. This analysis indicated implied equity value range of $2.38 to $2.66 for a share of Command common stock. No company or transaction utilized in the premiums paid analysis is identical to Command or the merger.

Miscellaneous

Nomura’s opinion and its presentation to the Command board was one of many factors taken into consideration by the Command board in deciding to approve the merger agreement. Consequently, the analyses described above should not be viewed as determinative of the view of the Command board with respect to the merger consideration or of whether the Command board would have been willing to agree to different terms in the merger. The merger consideration and other terms of the merger were determined through arm’s-length negotiations between Command and Parent and were approved by the Command board. Nomura did not recommend any specific merger consideration to Command.

Under the terms of Nomura’s engagement, Command has agreed to pay Nomura for its financial advisory services in connection with the merger an aggregate fee of $1 million, of which $350,000 was payable upon issuance of Nomura’s opinion, and the balance of which is contingent upon consummation of the merger. In addition, Command has agreed to reimburse Nomura’s expenses and to indemnify Nomura and related parties against certain liabilities arising out of Nomura’s engagement.

Nomura and its affiliates are engaged in financial services, including, without limitation, investment banking, financial advisory, corporate finance, retail banking, securities and derivatives trading, asset finance, merchant banking and asset management. In the ordinary course of business, Nomura, its successors and affiliates may hold or trade, for their own accounts and the accounts of their customers, the equity, debt or other securities or financial instruments (including bank loans and other obligations) of Command or Parent or their respective subsidiaries or any currency or commodity that may be involved in the merger and, accordingly, may at any time hold a long or short position in such securities, instruments, currencies or commodities (or in related derivatives).

Nomura, as part of its investment banking services, is regularly engaged in the valuation of businesses and their securities in connection with transactions including mergers and acquisitions, leveraged buyouts, corporate restructurings, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, valuations for corporate and other purposes, and other transactions. In the ordinary course of business, Nomura and/or certain of its affiliates may act as a market maker and broker in the publicly traded securities of Command and/or other entities involved in the merger or their respective affiliates and receive customary compensation in connection therewith. During the two years preceding the date of its opinion, Nomura and its affiliates had not provided investment banking or other financial services to Command or Parent unrelated to the proposed merger, for which Nomura and its affiliates had received compensation; provided, however, that Nomura and its affiliates may in the future provide investment banking and other financial services to Command or Parent for which Nomura and its affiliates may receive compensation.

The Command board selected Nomura as its exclusive financial advisor in connection with the merger because Nomura is an internationally recognized investment banking firm with substantial experience in similar transactions and because of Nomura’s familiarity with Command and its business.

Certain Financial Projections

Command does not as a matter of course issue public projections as to future performance or earnings beyond the current fiscal year or issue public projections for extended periods due to the unpredictability of the underlying assumptions and estimates. Our management prepared the below projections for Command for fiscal years 2019 through 2024 (which we refer to as the “projections”). Our management provided the projections based on its continued operations as an independent publicly traded company to the Command board and the Financial Advisor, which the Command board authorized for the Financial Advisor to rely on and use in performing its preliminary financial analyses as described in “—Opinion of Command’s Financial Advisor” above.

The following is a summary of the certain financial projections prepared by management and provided to the Command board and the Financial Advisor:

⁽¹⁾ Adjusted EBITDA is not a financial measure presented in accordance with generally accepted accounting principles in the United States (which we refer to as “GAAP”). Adjusted EBITDA consists of earnings before interest, taxes, depreciation and amortization and non-recurring items. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP and non-GAAP financial measures as used in the financial projections may not be comparable to similarly titled amounts used by other companies or persons.

A summary of the projections for Command is included in this proxy statement solely to give Command’s shareholders access to information that was made available to the Command board and the Financial Advisor in connection Command’s evaluation of Parent’s acquisition proposal. The projections were not prepared with a view toward public disclosure or complying with GAAP. In addition, the projections were not prepared with a view toward complying with the guidelines established by the SEC or by the American Institute of Certified Public Accountants with respect to prospective financial information. The projections are not fact and should not be relied upon as being necessarily indicative of future results. Readers of this proxy statement are cautioned not to place undue reliance on the projections.

The inclusion of the projections in this proxy statement should not be regarded as an indication that the Command board, the Financial Advisor, any of their affiliates, or any other recipient of this information considered, or now considers, such projections to be a reliable prediction of future results or any actual future events. None of Command, the Financial Advisor, Parent or any of their respective affiliates or any other person assumes any responsibility for the validity, reasonableness, accuracy or completeness of the projections included in this proxy statement.

The projections are forward-looking statements. For information on factors that may cause Command’s future results to differ materially from the projections, see “Cautionary Statement Regarding Forward-Looking Statement.” The projections were developed from historical financial statements and a series of assumptions and estimates by Command’s management related to future trends, including assumptions and estimates related to future business initiatives for which historical financial statements were not available, and did not give effect to any changes or expenses as a result of the merger or the other transactions contemplated by the merger agreement.

Command’s future financial results may materially differ from those expressed in the projections due to numerous factors, including many that are beyond Command’s ability to control or predict. We cannot assure you that any of the projections will be realized or that our future financial results will not materially vary from the projections. Furthermore, while presented with numerical specificity, the projections necessarily are based on numerous assumptions, many of which are beyond our control and difficult to predict, including with respect to industry performance, competitive factors, industry consolidation, general business, economic, regulatory, market and financial conditions, as well as matters specific to our business, including with respect to future business initiatives and changes to our business model for which we have no historical financial data, which assumptions may not prove to have been, or may no longer be, accurate. The projections do not take into account any circumstances or events occurring after the date they were prepared, including expenses, fees and related to the merger, the September 18, 2018 public announcement of the merger and any of the transactions contemplated by the merger agreement or subsequent integration planning activities, and have not been updated since their respective dates of preparation. In addition, the projections do not take into account any adverse effects that may arise out of the termination of the merger agreement, and should not be viewed as accurate or continuing in that context.

The projections were estimated in the context of the business, economic, regulatory, market and financial conditions that existed at the time the projections were prepared, and the projections have not been updated to reflect revised prospects for our business, changes in general business, economic, regulatory, market and financial conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the projections were prepared. The projections cover multiple years, and such information by its nature becomes less reliable with each successive year. The projections should not be utilized as public guidance and will not be provided in the ordinary course of our business in the future.

The inclusion of the projections in this proxy statement should not be deemed an admission or representation by Command, the Financial Advisor, Parent or any of their respective affiliates with respect to such projections or that the projections included in this proxy statement are viewed by Command, the Financial Advisor, Parent or any of their respective affiliates as material information regarding Command. In fact, we view the projections as non-material because of the inherent risks and uncertainties associated with such projections. The projections are not included in this proxy statement in order to induce any shareholder of Command to vote in favor of any proposal to be considered at the special meeting, but they are being included because such projections, or portions thereof, were provided to the Command board and/or the Financial Advisor.

The information from the projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Command contained in Command’s public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in the projections, Command’s shareholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement, including in making a decision as to whether to vote in favor of any proposal to be considered at the special meeting.

None of Command, the Command board, its advisors (including, but not limited to, the Financial Advisor), or any other person intends to, and each of them disclaims any obligations to, update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error or no longer appropriate, except as required by securities laws.

Interests of Command’s Directors and Executive Officers in the Merger

Details of the beneficial ownership of Command’s directors and executive officers of Command common stock are set out in “Securities Ownership of Certain Beneficial Owners and Management.” In addition to their interests in the merger as shareholders, certain of Command’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Command’s shareholders generally. In considering the recommendation of the Command board with respect to the merger, Command shareholders should be aware of these interests. The Command board was aware of these interests and considered them, among other matters, in reaching the determination to approve the merger agreement and the merger and making the recommendation that shareholders approve the proposal to adopt the merger agreement. These interests are described below.

Indemnification and Exculpation of Directors and Executive Officers

Command directors and executive officers are entitled to certain continued indemnification and insurance coverage under the merger agreement after the merger is completed. For a more complete description, please see “The Merger Agreement—Other Covenants and Agreements—D&O Indemnification and Insurance.”

Treatment of Outstanding Equity Awards

Under the terms of the merger agreement, Command equity awards held by directors and executive officers of Command that are outstanding immediately prior to the effective time of the merger will be subject to the following treatment:

In connection with the merger, Command’s executive officers and non-employee directors will only receive payments for settlement of their outstanding equity awards as described above. If the effective time of the merger were September 28, 2018, based on the number of equity awards outstanding as of such date and a price per share of Command common stock of $2.85 ( i.e. , the merger consideration), Command estimates the aggregate amount that would become payable to (i) executive officers to be approximately $911,748 and (ii) non-employee directors to be approximately $1,081,900.

Employment Agreements and Offer Letters with Executive Officers

Command previously entered into employment agreements with Messrs. Coy and Brost.

Pursuant to the employment agreement with Mr. Coy, if, within twelve months following a “Change in Control” (as defined in his employment agreement), Mr. Coy is terminated other than for “Cause” (as defined in his employment agreement) or Mr. Coy terminates his employment for “Good Reason” (as defined in his employment agreement), (i) all then outstanding options, restricted stock and other equity-based awards granted to Mr. Coy but which have not vested as of the date of termination, shall become fully vested and all options not yet exercisable shall become exercisable for a period of 60 days following such termination without Cause or resignation for Good Reason and (ii) Mr. Coy will be eligible to receive 18 months of base salary continuation and 150% of the bonus amount that would have been payable to him had his employment not been terminated, based on actual performance through the date of such termination.

Similarly, pursuant to the terms of Mr. Brost’s employment offer letter, in 2016, the Command board approved that Mr. Brost, as the Chief Financial Officer, will be entitled to the same provision as Mr. Coy and that he will be eligible to receive 18 months of base salary continuation and 150% of the bonus amount that would have been payable to him had his employment not been terminated, based on actual performance through the date of such termination.

Mr. Coy is subject to confidentiality, non-competition and non-solicitation covenants. Specifically, Mr. Coy may not at any time disclose (other than as may be required by law or order of a court or governmental body) or use for his or any other person’s benefit or purposes information regarding Command and its affiliates and must return all such information upon termination of employment. In addition, Mr. Coy: (i) for a period of one year following termination of his employment agreement for any reason, must not, in any location, engage in any business, whether as an employee, consultant, partner, principal, agent, representative or stockholder (other than as a beneficial owner of less than one percent (1%) of the outstanding equity interests of such business) or in any other corporate or representative capacity with any other business, whether in corporate, proprietorship, partnership form or otherwise, where such business is engaged in any activity which competes with the business of Command; (ii) for a period of two years following termination of his employment agreement for any reason, within the geographic territory the United States of America, directly or indirectly, approach, solicit, service or deal with any customer, potential customer or maturing business opportunity of Command in order to attempt to direct any such customer, potential customer or maturing business opportunity away from Command; and (iii) for a period of two years following termination of his employment agreement for any reason, directly or indirectly recruit, solicit or endeavor to entice away from Command any individual who is an employee of or service provider to Command. Such confidentiality, non-competition and non-solicitation covenants may not be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by a duly authorized officer of Command.

Mr. Brost is also subject to confidentiality and non-solicitation covenants. Mr. Brost must, at all times during his employment and thereafter, hold in strict confidence all confidential information of Command and must not directly or indirectly use, disclose or make accessible to any person any such confidential information, except with Command’s express written authorization or pursuant to the Defense of Trade Secrets Act of 2016 under certain circumstances. In addition, Mr. Brost, for a period of one year following his termination of employment with Command for any reason, must not, without the prior authorization of Command: (i) directly or indirectly, on behalf of any business or entity engaged in a competitive business to Command, solicit business from or service any customer of Command for which he directly or indirectly had responsibility within one year prior to his termination of employment; (ii) directly or indirectly solicit any prospective customer of Command at the time of his termination of employment; and (iii) except in good faith performance of his duties during his employment with Command, for himself or on the behalf of any business or entity engaged in a competitive business to Command, directly or indirectly, (A) solicit, induce, or encourage any person who is an employee of Command to terminate his or her employment or other contractual relationships with Command or (B) hire any person who is an employee of Command or who was such an employee at any time during the six-month period preceding such hiring.

On September 18, 2018, immediately prior to the execution of the merger agreement, Messrs. Coy and Brost, at the direction of Prosegur, signed letters that acknowledge that the merger does not constitute “Good Reason” (as such term is defined in their respective employment agreements) for them to resign from Command and receive those specified severance benefits. Other than such letters, neither Parent nor any of its affiliates have entered into any agreement or understanding, whether written or unwritten, with Messrs. Coy and Brost or any other executive officers of Command concerning any type of compensation, whether present, deferred or contingent, that is based on or otherwise relates to the merger.

Golden Parachutes

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation and benefits that each named executive officer could receive that are based on or otherwise related to the merger.

The estimated potential payments in the table below are based on certain assumptions that, if changed, may impact the numbers presented in the table. These assumptions include the following: (i) per share merger consideration of $2.85; (ii) base salary, target bonus levels and equity award holdings as of September 28, 2018; (iii) the merger closing on September 28, 2018 (the assumed date of the closing of the merger solely for purposes of this golden parachute compensation disclosure); and (iv) a termination of each named executive officer by Command without “cause” or by the executive for “good reason” on the closing date.

Depending on when the merger occurs, certain equity awards that are now unvested and included in the table below may vest pursuant to the terms of the equity awards based on the completion of continued service with Command, independent of the merger. The amounts indicated below are reasonable estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before completion of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

The total amounts do not reflect any reductions to “parachute payments” as defined by Section 280G of the U.S. Internal Revenue Code of 1986, as amended, in order to avoid any applicable excise tax. A definitive analysis of the need, if any, for such reductions will depend on the effective time, the date of termination (if any) of the named executive officer and certain other assumptions used in the applicable calculations.

Merger Expenses, Fees and Costs

Except as otherwise expressly provided in the merger agreement (including the termination fee described below), all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring the cost or expense.

In the event of a termination of the merger agreement under certain circumstances, Command may be required to pay Parent a termination fee of approximately $1.2 million to reimburse Parent’s fees and expenses incurred in connection with the merger agreement and related transactions. See “The Merger Agreement—Termination Fee.”

Expected Timing of the Merger

Command and Parent currently expect to complete the merger in the fourth quarter of 2018, subject to the receipt of required Command shareholder approval and regulatory approvals and the satisfaction or waiver of the other conditions to completion of the merger. Because many of the conditions to completion of the merger are beyond the control of Command and Parent, exact timing for completion of the merger cannot be predicted with any amount of certainty.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the merger to U.S. Holders (as defined below) of the shares of Command common stock. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a holder of the shares of Command common stock in light of their particular circumstances. This discussion is based on the Code, the Treasury regulations promulgated under the Code, judicial authority, published administrative positions of the Internal Revenue Service, which we refer to as the IRS, and other applicable authorities, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation, nor does it address any aspects of the unearned income Medicare contribution tax. In addition, this discussion only applies to the shares of Command common stock that are held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code and does not address tax considerations applicable to any holder of the shares of Command common stock that may be subject to special treatment under U.S. federal income tax law, including:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds the shares of Command common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partner and the partnership. Such holders should consult their own tax advisors regarding the tax consequences of exchanging the shares of Command common stock pursuant to the merger. In addition, holders of shares of Command common stock who are not U.S. Holders may be subject to different tax consequences than those described below and are urged to consult their tax advisors regarding their tax treatment under U.S. and non-U.S. tax laws.

The following summary is for general informational purposes only and is not a substitute for careful tax planning and advice. Holders are urged to consult their own tax advisor with respect to the specific tax consequences to them of the merger in light of their own particular circumstances, including U.S. federal estate, gift and other non-income tax consequences, and tax consequences under state, local and non-U.S. tax laws.

U.S. Holders

The following is a summary of the material U.S. federal income tax consequences of the merger that will apply to U.S. Holders. For purposes of this discussion, the term U.S. Holder refers to a beneficial owner of the shares of Command common stock that is, for U.S. federal income tax purposes:

● an individual who is a citizen or resident in the United States;

● a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia;

● an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

● a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has validly elected to be treated as a “United States person” under applicable Treasury regulations.

Exchange of the Shares for Cash Pursuant to the Merger Agreement . The exchange of the shares of Command common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the holder’s adjusted tax basis in the shares of Command common stock exchanged therefor. Gain or loss will be determined separately for each block of the shares of Command common stock (generally, the shares of Command common stock acquired at the same cost in a single transaction) held by such U.S. Holder. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period for the shares of Command common stock is more than one year at the time of the exchange. Long-term capital gains recognized by an individual U.S. Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Information Reporting and Backup Withholding Tax . Proceeds from the exchange of the shares of Command common stock pursuant to the merger generally will be subject to information reporting. In addition, backup withholding tax at the applicable rate (currently 24%) generally will apply unless the applicable U.S. Holder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed IRS Form W-9) or otherwise establishes an exemption from backup withholding tax. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a U.S. Holder will be allowed as a credit against that holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS. Each U.S. Holder should duly complete, sign and deliver to the paying agent an appropriate IRS Form W-9 to provide the information and certification necessary to avoid backup withholding tax, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Intent to Vote in Favor of the Merger

Command currently expects that Command’s directors and executive officers will vote their shares in favor of the proposal to approve the merger agreement, the proposal to approve, by a non-binding advisory vote, the merger-related compensation and any proposal to adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of common stock present or represented by proxy at the special meeting to constitute a quorum. As of [●], 2018, the record date for the special meeting, Command’s directors and executive officers directly owned, in the aggregate, [●] shares of common stock entitled to vote at the special meeting, or collectively [●]% of the outstanding shares of Command common stock entitled to vote at the special meeting.

Financing of the Merger

The merger is not conditioned upon any financing arrangements or contingencies. We anticipate that the total funds needed to complete the merger, including amounts due to Command’s shareholders and holders of equity awards under the merger agreement and to pay fees, costs and expenses related to the foregoing, will be funded through cash on hand of Parent and its subsidiaries and/or new third party debt financing.

We believe, but cannot assure you, that the cash on hand of Parent and its subsidiaries, combined with any debt financing, will be sufficient to complete the merger.

Regulatory Approvals

Pursuant to the terms of the merger agreement, Parent and Command have agreed to use their respective reasonable best efforts to take, or cause their subsidiaries to take, all actions necessary to obtain all regulatory approvals required to consummate the merger.

Payment of Shares

Parent will appoint a paying agent for the purpose of exchanging the merger consideration for certificates formerly representing Command common stock or for Command common stock represented by book-entry notations.

Promptly after the effective time of the merger (and in any event within three business days), the surviving corporation will cause the paying agent to mail the appropriate materials to each record holder of Command common stock as of immediately before the effective time. These materials will include (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title to the certificates will pass, only upon proper delivery of the shareholder’s certificates (or affidavits of loss in lieu thereof) to the paying agent, and (ii) instructions for surrendering the certificates (or affidavits of loss in lieu thereof) or book-entry shares in exchange for the merger consideration.

Those holders of Command common stock who properly surrender their certificates representing Command common stock to the paying agent in accordance with the letter of transmittal will receive a cash amount in immediately available funds equal to the number of shares represented by such certificate or book-entry shares, multiplied by the merger consideration.

In the event of a transfer of ownership of shares of Command common stock that is not registered in Command’s transfer records, a check for cash to be exchanged upon due surrender of the certificate may be issued to such transferee if the certificate formerly representing Command common stock is presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Parent, Merger Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold from any amount payable under the merger agreement the amounts it is required to deduct and withhold under any applicable federal, state, local or foreign tax law. If such amounts are withheld, they will be treated for all purposes of the merger agreement as having been paid to the shareholders from whom they were withheld.

If a certificate for any Command common stock has been lost, stolen or destroyed, the paying agent will pay the merger consideration only upon the claimant’s making of an affidavit of fact and, if required by Parent, the claimant’s posting of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate.

Delisting and Deregistration of Command Common Stock After the Transactions

Upon completion of the merger, the Command common stock will cease to be listed on NYSE American and will subsequently be deregistered under the Exchange Act.

THE MERGER AGREEMENT

The following summary describes material provisions of the merger agreement. This summary is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. You are urged to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

The following summary of the merger agreement, and the copy of the merger agreement attached hereto as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to modify or supplement any factual disclosures about Command or Parent in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Command or Parent or any of their respective subsidiaries or affiliates. The merger agreement contains representations and warranties by the parties which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Command’s or Parent’s public disclosures. Moreover, the description of the merger agreement below does not purport to describe all of the terms of such agreement, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

Structure and Completion of the Merger

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, and in accordance with the New York Business Corporation Law (which we refer to as the “NYBCL”), Merger Sub, a wholly owned subsidiary of Parent, will merge with and into Command, with Command surviving the merger and continuing as a wholly owned subsidiary of Parent.

Closing and Effective Time of Merger

The closing for the merger will occur on the third business day after the date on which the last of the conditions to completion of the merger (other than those conditions that are waived or by their nature are to be satisfied by actions taken at the closing of the merger) are satisfied or on such other date as Parent and Command may agree in writing. The certificate of merger will be filed as soon as practicable thereafter, at which time the merger shall become effective.

Merger Consideration

In the merger, each share of Command common stock issued and outstanding as of immediately prior to the merger (other than shares owned by Command’s wholly owned subsidiaries, Parent, Merger Sub or any of their subsidiaries) will be converted into the right to receive $2.85 in cash.

Excluded Shares

Command common stock owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and Command common stock owned by Command or any direct or indirect wholly owned subsidiary of Command will be cancelled without payment of any consideration therefor.

Surviving Corporation; Charter and Bylaws; Directors and Officers

At the effective time, Command’s charter shall be amended in a form as set forth in Exhibit A to the merger agreement, and become the charter of the surviving corporation. Command’s bylaws in effect immediately before the effective time shall become the bylaws of the surviving corporation, until thereafter amended in accordance with their terms or by applicable law.

Subject to applicable law, at the effective time the directors of Merger Sub will become the directors of the surviving corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the surviving corporation’s charter and bylaws. At the effective time, Merger Sub’s officers will become the officers of the surviving corporation until their successors have been appointed and qualified or elected or until their earlier death, resignation or removal in accordance with the charter and bylaws of the surviving corporation.

Treatment of Command Stock Options and Other Equity-Based Awards

Stock Options

At the effective time of the merger, each outstanding option to purchase shares under Command’s stock plans, vested or unvested, will be cancelled and will entitle the holders of the options to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of shares subject to the option, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the excess, if any, of (1) the merger consideration over (2) the exercise price per share under the stock option. Any outstanding stock option that has an exercise price per share equal to or in excess of the merger consideration will be canceled at the effective time of the merger for no consideration.

Restricted Shares and Restricted Stock Units

At the effective time of the merger, each outstanding restricted share and each outstanding restricted stock unit granted under Command’s stock plans, whether vested or unvested, will, by virtue of the merger, be cancelled and entitle the holder to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of such restricted shares and restricted stock units, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the merger consideration.

Payment of Command Common Stock in the Merger

Prior to the effective time of the merger, Parent will appoint a paying agent approved in advance by Command (such approval not to be unreasonably withheld or delayed), to exchange certificates or book-entry shares representing Command common stock for the merger consideration to be received pursuant to the terms of the merger agreement.

Exchange and Payment Procedures

Promptly after the effective time of the merger (and in any event within three business days), the surviving corporation will cause the paying agent to mail the appropriate materials to each record holder of Command common stock as of immediately before the effective time. These materials will include (i) a letter of transmittal in customary form specifying that delivery will be effected, and risk of loss and title to the certificates will pass, only upon proper delivery of the shareholder’s certificates (or affidavits of loss in lieu thereof) to the paying agent, and (ii) instructions for surrendering the certificates (or affidavits of loss in lieu thereof) or book-entry shares in exchange for the merger consideration.

Those holders of Command common stock who properly surrender their certificates representing Command common stock to the paying agent in accordance with the letter of transmittal will receive a cash amount in immediately available funds equal to the number of shares represented by such certificate or book-entry shares, multiplied by the merger consideration.

In the event of a transfer of ownership of shares of Command common stock that is not registered in Command’s transfer records, a check for cash to be exchanged upon due surrender of the certificate may be issued to such transferee if the certificate formerly representing Command common stock is presented to the paying agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Lost, Stolen or Destroyed Certificates

If a certificate for any Command common stock has been lost, stolen or destroyed, the paying agent will pay the merger consideration only upon the claimant’s making of an affidavit of fact and, if required by Parent, the claimant’s posting of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against Parent or the surviving corporation with respect to such certificate.

Closing of Transfer Books

After the effective time of the merger, Command will not register any transfers of Command common stock. Each certificate representing Command common stock that is presented to the surviving corporation, Parent or the paying agent for transfer shall be cancelled and exchanged for the cash amount to which the holder would be otherwise entitled.

Tax Withholding

Parent, the surviving corporation and the paying agent will be entitled to deduct and withhold from any amount payable under the merger agreement the amounts it is required to deduct and withhold under any applicable tax law. If such amounts are withheld, they will be treated for all purposes of the merger agreement as having been paid to the shareholders from whom they were withheld.

Representations and Warranties

The merger agreement contains customary representations and warranties made by Command to Parent relating to a number of matters, including the following:

The merger agreement contains customary representations and warranties made by Parent and Merger Sub to Command relating to a number of matters, including the following:

The representations and warranties in the merger agreement will not survive the consummation of the merger or the termination of the merger agreement.

Definition of Company Material Adverse Change

Certain representations and warranties of Command are qualified by a Company Material Adverse Change standard. For purposes of the merger agreement, a “Company Material Adverse Change” means any event, change, effect, development, or occurrence (each a “Change”) that, when considered individually or in the aggregate with all other Changes, is or would be reasonably likely to be materially adverse to (i) the ability of Command to timely perform its obligations under, and consummate the transactions contemplated by, the merger agreement or (ii) the business, financial condition or results of operations of Command and its subsidiaries taken as a whole. The merger agreement provides, however, that the following shall not be considered in determining whether a Company Material Adverse Change has occurred:

However, with respect to clauses (a) through (i), if the impact of such Change has had a disproportionately adverse impact to Command and its subsidiaries, taken as a whole, as compared to other participants in the industries in which Command and its subsidiaries operate, then the impact of such Change will be taken into account for the purpose of determining whether a “Company Material Adverse Effect” exists or has occurred or is reasonably expected to exist or occur.

Conduct of Business Pending Completion of the Merger

Each of Command and Parent has undertaken certain covenants in the merger agreement restricting the conduct of their respective businesses and the businesses of their subsidiaries between the date of the merger agreement and the effective time of the merger. Between the date of the merger agreement and the effective time of the merger, Parent has agreed to not knowingly take or permit any of its subsidiaries to take any action that could reasonably be likely to prevent or delay the consummation of the merger.

In general, Command has agreed to conduct the business of it and its subsidiaries in the ordinary course consistent with past practice, and to use reasonable best efforts to preserve intact its and their business organizations and maintain its and their existing relations and goodwill with governmental entities, customers, suppliers, employees and business associates. In addition, except as specifically permitted or required by the merger agreement, as required by applicable law or any governmental entity, as consented to in writing by Parent (which in certain cases may not be unreasonably withheld, conditioned or delayed) or as set forth in the Command Disclosure Letter, Command must not and must not permit any of its subsidiaries to:

Command Shareholders’ Meeting and Recommendation of Command’s Board of Directors

The Command board has unanimously determined that the merger is advisable, fair to, and in the best interests of Command and its shareholders, has authorized, approved and adopted the merger agreement and the transactions contemplated thereby and recommends that the Command shareholders vote “FOR” the approval of the merger agreement. Accordingly, the Command board has directed that the merger agreement be submitted to Command’s shareholders for their approval at a shareholders’ meeting duly called and held for such purpose, and has received the opinion of the Financial Advisor to the effect that the consideration to be received by Command’s shareholders in the merger is fair from a financial point of view.

In the merger agreement, Command agreed to take all actions to duly call, give notice of, convene and hold a special meeting of Command’s shareholders to consider and vote upon the approval of the merger agreement. Notwithstanding anything to the contrary contained in the merger agreement, Command shall not adjourn or postpone the special meeting without Parent’s consent, subject to certain exceptions.

The Command board has agreed to recommend that Command’s shareholders vote in favor of approval of the merger agreement. Nonetheless, prior to the Command shareholders adopting the merger agreement, the Command board may withhold, withdraw, qualify amend or modify its recommendation with respect to the merger in a manner adverse to Parent or approve, recommend or otherwise declare advisable any “acquisition proposal” (as described below) that is a “superior proposal” (as described below) (which we collectively refer to as a “change of recommendation”). In addition, the Command board may, at any time following the occurrence of the special meeting but solely to the extent that the Common shareholders did not adopt the merger agreement, and solely in response to an unsolicited superior proposal, cause Command to terminate the merger agreement to enter into an alternative acquisition agreement relating to any superior proposal.

In addition, the following conditions must be met:

For the purposes of the merger agreement:

Agreement Not to Solicit Other Offers

Command has agreed to immediately (i) cease and cause to be terminated any existing solicitation, initiation, encouragement, discussion or negotiation with any person conducted theretofore by Command, its subsidiaries or any of their representatives with respect to any acquisition proposal, (ii) request the prompt return or destruction of all confidential information previously furnished with respect to any acquisition proposal or potential acquisition proposal, (iii) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its affiliates or representatives is a party with respect to any acquisition proposal or potential acquisition proposal, and enforce the provisions of any such agreement, which shall include seeking any injunctive relief available to enforce such agreement.

In addition, Command has agreed that it will not, and will not cause any of its subsidiaries or its or their representatives to, directly or indirectly:

However, if prior to the approval of the merger agreement by Command’s shareholders, Command receives a bona fide, unsolicited written acquisition proposal under circumstances not involving any breach of the non-solicitation provisions in the merger agreement, and the Command board determines in good faith, after consultation with the outside financial advisor and outside legal counsel, that such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal, and in light of such acquisition proposal, the failure of the Command board to take action would reasonably constitute a violation of its fiduciary duties under applicable law, then Command may:

Command has also agreed to promptly (and in any event within one business day) notify Parent of its receipt of any acquisition proposal, including the material terms and conditions thereof, and keep Parent informed, on a prompt basis, of the status and terms of any such acquisition proposal and the status of any such discussions or negotiations, including any change in Command’s intentions as previously notified.

The merger agreement provides that the above-described restrictions on Command do not prohibit the Command board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act.

Other Covenants and Agreements

Employee Matters

For twelve (12) months following the effective time of the merger, Parent will cause Command or the surviving corporation, as applicable, to provide the employees of Command and its subsidiaries (i) a base salary or regular hourly wage, as applicable, that is not less than the base salary or regular hourly wage provided to such employee by Command and its subsidiaries immediately prior to the effective time, (ii) cash target bonus opportunities (including annual and quarterly bonus opportunities that are no less favorable to such employees than those provided to such employees by Command and its subsidiaries immediately prior to the effective time, (iii) employee benefits that are no less favorable in the aggregate than those provided by Command and its subsidiaries immediately prior to the effective time and (iv) severance benefits that are no less favorable than those set forth in the Command Disclosure Letter.

With respect to any employee benefit plan maintained by Parent or any subsidiary of Parent (which we collectively refer to as “parent benefit plans”) in which any employee of Command or its subsidiaries or the beneficiaries and dependents thereof is otherwise eligible to participate effective as of the effective time, Parent will, or will cause the surviving corporation to, (i) recognize all service of such employees with Command or any of its subsidiaries, as the case may be, for purposes of determining eligibility to participate, vesting, accruals, and entitlement to benefits where length of service is relevant, other than benefit accruals under a defined benefit pension plan, to the extent credited under the corresponding Command benefit plan, (ii) use commercially reasonable efforts to seek to waive any pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements and (iii) use commercially reasonable efforts to provide credit for any co-payments and deductibles incurred prior to the effective time in the plan year in which the effective time occurs for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such parent benefit plans that may apply as of or following the effective time.

From and after the effective time, Command or the surviving corporation, as applicable, will, and Parent will cause Command or the surviving corporation, as applicable, to, honor, in accordance with their terms, all employment, severance, income continuity and change of control programs, plans or agreements between Command and any employee of Command and its subsidiaries including bonuses, incentives, severance payments or deferred compensation in existence on the date of the merger agreement. However, notwithstanding the foregoing, Command or the surviving corporation will not be prohibited from amending or terminating any such program, plan or agreement in accordance with its terms.

D&O Indemnification and Insurance

Under the merger agreement, all rights to indemnification existing in favor of each present and former director and officer of Command and its subsidiaries as provided in the charter or by-laws of Command or any of its subsidiaries in each case as in effect on the date of the merger agreement for acts or omissions occurring prior to the effective time will be assumed and performed by the surviving corporation and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable law.

Prior to the effective time, Command will, and if Command is unable to, Parent will cause the surviving corporation as of the effective time to, obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Command’s existing directors’ and officers’ insurance policies and (ii) Command’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the effective time from an insurance carrier with the same or better credit rating as Command’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with terms, conditions, retentions and limits of liability that are at least as favorable in the aggregate as Command’s existing policies.

If Command and the surviving corporation fail to obtain such “tail” insurance policies as of the effective time, the surviving corporation must, and Parent must cause the surviving corporation to, continue to maintain in effect for a period of six years from and after the effective time the directors’ and officers’ insurance in place as of the date of the merger agreement with terms, conditions, retentions and limits of liability that are at least as favorable as provided in Command’s existing policies as of the date of the merger agreement, or the surviving corporation must, and Parent must cause the surviving corporation to, use reasonable best efforts to purchase comparable directors’ and officers’ insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in Command’s existing policies as of the date of the merger agreement. However, Parent or the surviving corporation will not be required to expend for such policies a premium amount on an annualized basis in excess of 150% of the annual premiums currently paid by Command for such insurance. In addition, if the annual premiums of such insurance coverage exceed such amount, the surviving corporation must obtain a policy with the greatest coverage available for a cost not exceeding such amount.

If Parent or the surviving corporation or any of their respective successors or assigns (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions must be made so that the successors and assigns of Parent or the surviving corporation must assume all of the obligations of Parent and the surviving corporation set forth under the merger agreement with regard to directors’ and officers’ indemnification and insurance.

Certain Additional Covenants

The merger agreement contains additional agreements of Parent, Merger Sub and Command relating to, among other things:

Conditions to the Completion of the Merger

Each party’s obligation to consummate the merger is subject to the satisfaction or waiver of the following conditions: