Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On January 24,2022, the Issuer entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Enerflex Ltd., a Canadian corporation (“Enerflex”) and Enerflex US Holdings Inc., a Delaware corporation and a direct whollyowned subsidiary of Enerflex (“Merger Sub”).
Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a direct and whollyowned subsidiary of Enerflex. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Common Stock then outstanding, other than certain excluded shares of Common Stock as described in the Merger Agreement, will be converted automatically into the right to receive 1.021 Enerflex common shares. The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Act.
Also on January 24,2022, concurrently with the execution of the Merger Agreement, Enerflex entered into a Voting Agreement (the “Voting Agreement”) with all of the funds managed by Chai Trust that own Common Stock, including Fund 0507; Fund 0810, Fund 1113, Fund B and Fund C, pursuant to which such funds agreed, among other matters, (i) to vote their shares of Common Stock in favor of the adoption of the Merger Agreement and (ii) to not transfer, sell or otherwise dispose of their shares of Common Stock without the prior written consent of Enerflex.
The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of the Voting Agreement, a copy of which is attached hereto as Exhibit K and incorporated by reference herein.