COMPUTER TASK GROUP INC: M&A transaction — Cegeka completes acquisition of CTG for $10.50/share; shares to be delisted

The officers of Merger Sub immediately prior to the Effective Time were Stijn Bijnens, President; and Stephan Daems, Secretary and Treasurer.

the Company, Computer Task Group Belgium NV, a company organized and existing under the laws of the Kingdom of Belgium (the " Belgian Subsidiary "), and Filip Gydé entered into a termination and settlement agreement to terminate by mutual agreement the employment agreement entered into on March 4, 2019 between the Company, the Belgian Subsidiary and Filip Gydé, effective immediately after the Effective Time.

Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof.

The directors of Merger Sub immediately prior to the Effective Time were Stijn Bijnens and Stephan Daems.

Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof.

The officers of Merger Sub immediately prior to the Effective Time were Stijn Bijnens, President; and Stephan Daems, Secretary and Treasurer.

Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof.

The directors of Merger Sub immediately prior to the Effective Time were Stijn Bijnens and Stephan Daems.

Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof.

Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof.

Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof.

In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Amended and Restated By-Laws ”).

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the company's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended as set forth in the Certificate of Merger filed with the Secretary of State of the State of New York on December 13, 2023 (the “ Amended Certificate of Incorporation ”).

share, of the Company (the “ Shares ”), other than any Shares held by the Company (or treasury shares), Cegeka, Merger Sub and any other wholly-owned subsidiary of Cegeka, for $10.50 per Share, net to the seller in cash (the “ Offer Price ”), without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in

On December 13, 2023, the Company and Bank of America, N.A. entered into a termination agreement (the “ Termination Agreement ”) with respect to the Loan and Security Agreement, dated May 19, 2021 (as amended, the “ Amended Loan Agreement ”), by and among the Company, as borrower, Bank of America, N.A., a national banking association, and the lenders under such credit facility. Following the entry into the Termination Agreement and the corresponding repayment of all amounts outstanding under the Amended Loan Agreement, the Amended Loan Agreement was terminated.