Blue Apron Holdings, Inc.: M&A transaction — Blue Apron completed merger with Wonder Group at $13.00/share; shares to be delisted

(i) each of Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

(i) each of Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

(i) each of Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

(i) each of Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

(i) each of Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

(ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

(i) each of Jennifer Carr-Smith, Beverly K. Carmichael, Linda Findley, Brenda Freeman, Elizabeth Huebner and Amit Shah resigned from his or her respective position as a member of the Company’s board of directors, and any committee thereof (which resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices) and (ii) Marc Lore became the sole director of the Surviving Corporation, effective as of the Effective Time.

the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time

the restated certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

Pursuant to the Merger Agreement, on October 13, 2023, Purchaser commenced a tender offer (the “ Offer ”) for all of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “ Common Stock ”), which constituted all of the issued and outstanding shares of capital stock of the Company, at a price of $13.00 per share of Common Stock, net to the stockholder in cash, without interest and less any applicable tax withholding (the “ Offer Price ”). The Offer, and related withdrawal rights, expired as scheduled at one minute after 11:59 p.m., Eastern time, on November 9, 2023 (the “ Expiration Time ”). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “ Depositary and Paying Agent ”), advised the Company and Purchaser that, as of the Expiration Time, 5,136,073 shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, together with all other shares of Common Stock b

nto an Equity Distribution Agreement (the “ Sales Agreement ”) with Canaccord Genuity LLC (the “ Sales Agent ”) with respect to an “at-the-market” offering program under which the Company could offer and sell, from time to time, shares