RAVN Raven Industries Inc

Compensation Payable to Raven’s Directors and Non-NEO Executive Officers

The estimated aggregate amounts that would become payable to Raven’s non-management directors in respect of their Raven DSUs are set forth in the table below. None of the non-management directors are parties to an Amended Change in Control Agreement or participate in the Retention Program.

Based on the assumptions described in the section entitled “Interests of Raven Directors and Executive Officers in the Merger—Golden Parachute Compensation” below, Nicole Freesemann, Raven’s Vice President of Human Resources and an executive officer, is entitled to receive the following estimated amounts of compensation that are payable in connection with or otherwise relate to the Merger and that will or may become payable to Ms. Freeseman either immediately on the consummation of the Merger or on a qualifying termination of employment within two years after the Merger: (i) $820,120 in respect of her unvested Raven Stock Options and Raven RSUs and (ii) $1,030,474 under her Amended Change in Control Agreement and the Retention Program.

Golden Parachute Compensation

The table below sets forth, for each of Raven’s named executive officers (“NEO”), estimates of the amounts of compensation that are payable in connection with or otherwise relate to the Merger and that will or may become payable to the NEO either immediately on the consummation of the Merger or on a qualifying termination of employment within two years after the Merger. Raven’s shareholders are being asked to approve, on a non-binding, advisory basis, such compensation for the NEO’s (see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 73 of this proxy statement). Because the vote to approve such compensation is advisory only, it will not be binding on either Raven or CNH Industrial. Accordingly, if the Merger is approved by Raven’s shareholders and the Merger is completed, the compensation for the NEOs will be payable regardless of the outcome of the advisory vote to approve such compensation, subject only to the conditions applicable to the vote to approve the Merger, which are described in the footnotes to the table and above under the section entitled “The Merger (Proposal 1)—Interests of Raven Directors and Executive Officers in the Merger” beginning on page 42 of this proxy statement.

The estimates in the table assume that the Merger will become effective on December 1, 2021 and that, immediately after the consummation of the Merger, each NEO’s employment will be terminated by Raven without Cause or by the NEO due to a Constructive Termination (as such terms are defined in the Amended Change in Control Agreements or in the NEO’s individual award agreement under the Retention Program, as applicable). See the footnotes to the table for additional assumptions.

Brian E. Meyer, Raven’s former Division Vice President and General Manager – Applied Technology, whose employment terminated on January 5, 2021, is considered a named executive officer for purposes of this Golden Parachute Compensation section of this proxy statement. Mr. Meyer does not have any interest in the Merger or any rights to compensation that are based on or otherwise related to the Merger other than to the extent to which he continues to hold outstanding service-vested PSUs and may be a holder of Raven common stock.

(1) The amounts included in this column are (i) the severance payments that each NEO would receive under the Amended Change in Control Agreements described in the section entitled “The Merger (Proposal 1)—Interests of Raven Directors and Executive Officers in the Merger—Change in Control Agreements” and (ii) the amounts that would vest and become payable under the Retention Program. The following table provides additional information about the types of cash payments that would be received by the NEOs based on the assumptions set forth below. The severance payments pursuant to the Amended Change in Control Agreements are double-trigger payments.

(a)        For purposes of quantifying the potential payments and benefits described in this table, the following assumptions were used. The actual amounts payable following a termination of employment would depend on the date of termination, the manner of termination and the terms of the agreements in effect at such time.

(b)        Amounts are equal to a multiple of each NEO’s base salary and target bonus, which is calculated as follows: (i) the product of (x) the sum of (A) the NEO’s annual base salary in effect as of the NEO’s termination and (B) the NEO’s target bonus amount under the STIP for the year of termination, and (y) a multiple, with such multiple being equal to three for Mr. Rykhus, two for Mr. Brazones and Mr. Sharih, and one-and-one-half for Mr. Schmidt, Mr. Wickersham and Mr. Magnuson.

(c)       This represents the target bonus amount under the STIP. The ultimate amount to be received by the NEO pursuant to the terms of the Merger Agreement will be based on the greater of (A) the applicable target bonus amount and (B) the reasonably anticipated achievement of the applicable performance metrics for the entire fiscal year in which the termination occurs. See the section entitled “The Merger Agreement—Employee Matters” for a description of the treatment of the bonuses under the STIP under the terms of the Merger Agreement.

(d)       Up to 50% of the Retention Bonuses under the Retention Program will vest and be payable within 60 days following the closing of the Merger and at least 50% of the Retention Bonuses will vest and be payable six months following the closing of the Merger (or three months in the case of Mr. Rykhus), subject, in each case, to continued employment through the applicable vesting date. In addition, any unpaid portion of the Retention Bonuses will vest and become payable upon a termination of the NEO’s employment by Raven without Cause or by the NEO due to a Constructive Termination (as such terms are defined in the individual award agreements under the Retention Program).

(2)       The following table provides additional information regarding the equity award holdings of each NEO that will be canceled and exchanged for the Merger Consideration (net of the applicable exercise price in the case of Raven Stock Options) on a single-trigger basis in connection with the consummation of the Merger. With respect to RSUs that are subject to the satisfaction of performance conditions, the values of the RSUs set forth in the tables assume achievement of performance at target level. For Mr. Meyer, the value of his RSUs represents the target amount prorated for the period of time between the applicable grant date and his termination of employment.

(3)       Amount equal to the employer portion of the NEO’s COBRA premiums for up to eighteen months following the NEO’s termination.

(4)       Annual benefits would begin under the applicable policy immediately for NEOs eligible for retirement or at age 65 for the other NEOs and they would continue until the later of the NEO’s or spouse’s death; provided that, the supplemental medical benefits for Mr. Schmidt will continue only until the NEO’s death. Mr.Rykhus has met the requirements for retirement eligibility and his benefits are fully vested. As Mr. Rykhus is not entitled to any additional benefits that are payable in connection with or otherwise relate to the Merger, no values are included in this column for Mr. Rykhus.

(5)       Based on the current cost of the benefit. The program provides that the retiree will pay no more than active executives for coverage.

(6)       Amounts included in this column represent the maximum aggregate annual reimbursement amount that Mr. Schmidt would receive over his lifetime, assuming for these purposes that Mr. Schmidt’s life expectancy is that of the average male in the United States. The actual expenses submitted to the plan each year may be less than the maximum annual reimbursement amount.

(7)       The amounts included in these columns are double-trigger payments.

Financing of the Merger

Completion of the Merger is not subject to a financing condition. CNH Industrial has represented in the Merger Agreement that it has, or will have at the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to consummate the Merger pursuant to the terms of the Merger Agreement.

Regulatory Clearances and Approvals Required for the Merger

The completion of the Merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated), including the expiration or termination of any applicable waiting period under the HSR Act and the receipt of CFIUS approval.

Under the terms of the Merger Agreement, each of Raven and CNH Industrial agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority that are necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement.

CNH Industrial acknowledges and agrees that its obligation to use reasonable best efforts to obtain such regulatory clearances includes taking, or causing to be taken, and doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships, the acceptance of restrictions on business operations, the entry into other commitments and limitations, and litigation, including with governmental authorities, to obtain the approvals, consents, registrations, permits, authorizations, orders, waivers, non-objections and other confirmations required to be obtained from any governmental authority to consummate the transactions contemplated by the Merger Agreement; provided that CNH Industrial will not be required to (x) proffer to, agree to or take any action, including accept any restrictions on business operations or enter into other commitments or limitations on the freedom of action of CNH Industrial and its subsidiaries (including, after the closing of the Merger, Raven and its subsidiaries), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Applied Technology Division, or (y) proffer to, agree to or take any action that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of CNH Industrial and its subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Raven and its subsidiaries, taken as a whole). 

The Company and CNH Industrial filed their respective Notification and Report Forms with the Antitrust Division and the FTC on July 12, 2021. The waiting period under the HSR Act is expected to expire on August 11, 2021. The parties submitted to CFIUS a draft Joint Voluntary Notice on July 30, 2021. The parties submitted to DDTC the required 60-day Pre-Notification of the Merger on July 30, 2021. In accordance with the National Industrial Security Program Operating Manual, the parties notified DCSA of the Merger on July 8, 2021.

Under the Austrian Cartel Act, the Merger may not be completed until the expiration of a four-week waiting period following the filing of a notification with the FCA. CNH Industrial filed such notification with the FCA in connection with the Merger formally on August 2, 2021. Unless extended or earlier terminated, the applicable waiting period will expire on August 30, 2021.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

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

The exchange of Raven common stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. holder (as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 77 of this proxy statement) whose shares of Raven common stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 77 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Delisting and Deregistration of Raven Common Stock

Upon completion of the Merger, the Raven common stock currently listed on the Nasdaq will cease to be listed on the Nasdaq and will subsequently be deregistered under the Exchange Act.

No Appraisal Rights

Under Section 47-1A-1302.1 of South Dakota Law, the holders of Raven common stock will not have appraisal rights in connection with the Merger.

Litigation Related to the Merger

As of August 6, 2021, three purported stockholders of Raven had filed actions in the United States District Court for the District of New York, captioned Stein v. Raven Industries, Inc., et al., Case No. 1:21-cv-06215 (S.D.N.Y.), Hopkins v. Raven Industries, Inc., et al., Case No. 1:21-cv-06363 (S.D.N.Y.) and Maluga v. Raven Industries, Inc. et al., Case No. 1:21-cv-06636 (S.D.N.Y.), alleging that a preliminary version of the proxy statement filed with the SEC on July 19, 2021 was materially incomplete, false or misleading in certain respects, thereby allegedly violating Sections 14(a) and 20(a) of the Exchange Act (15 U.S.C. § § 78n(a), 78t(a)), and SEC Rule 14a-9 (17 C.F.R. § 240.14a-9) or 17 C.F.R. § 244.100 promulgated thereunder. Each complaint names as defendants Raven and each member of the Raven board of directors and purports to seek injunctive relief and money damages, including reasonable attorneys’ fees. The defendants believe the allegations in the action are without merit.

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and which is incorporated by reference into this proxy statement. We encourage you to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, a copy of which is attached hereto as Annex A to this proxy statement, is intended to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Raven 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 Raven or any of its subsidiaries or affiliates. The Merger Agreement contains representations and warranties by Raven, CNH Industrial and Merger Subsidiary 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 the disclosure schedules to the Merger Agreement; were made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may apply contractual standards of materiality or material adverse effect that generally 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 Raven’s public disclosures.

Additional information about Raven may be found elsewhere in this proxy statement and Raven’s other public filings. See the section entitled “Where You Can Find More Information” beginning on page 80 of this proxy statement.

Structure of the Merger

At the Effective Time, Merger Subsidiary will be merged with and into Raven in accordance with South Dakota Law. As a result of the Merger, the separate existence of Merger Subsidiary will cease, and Raven will be the surviving corporation. At the Effective Time and by virtue of the Merger, the articles of incorporation of Raven will be amended and restated in its entirety to be identical to the articles of incorporation of Merger Subsidiary in effect immediately prior to the Effective Time, except (a) to change the name of the surviving corporation to “Raven Industries, Inc.” and (b) as otherwise required by the Merger Agreement to maintain in effect provisions regarding elimination of liability of directors and indemnification of officers, directors, employees, fiduciaries and agents described in the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 66 of this proxy statement, and as so amended will be the amended and restated articles of incorporation of the surviving corporation. The bylaws of Merger Subsidiary in effect at the Effective Time will be the bylaws of the surviving corporation. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Merger Subsidiary at the Effective Time will be the directors of the surviving corporation and the officers of Raven will be the officers of the surviving corporation.

Closing and Effective Time of the Merger

Unless another time, date or place is mutually agreed by Raven and CNH Industrial, the closing of the Merger will take place as soon as possible, but in any event no later than two business days after the date the closing conditions set forth

in the Merger Agreement and described in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 67 of this proxy statement (other than conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions. The Merger will become effective at such time as the articles of merger are duly filed with the South Dakota Secretary of State or at such later time as may be specified in the articles of merger. As of the date of this proxy statement, we expect to complete the Merger in the fourth quarter of 2021. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to the completion of the Merger, which are described below, and it is possible that factors outside the control of Raven or CNH Industrial could delay the completion of the Merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required approvals.

Effect of the Merger on Raven Common Stock

At the Effective Time, each share of Raven common stock outstanding immediately prior to the Effective Time (other than shares owned by Raven, CNH Industrial or any of their respective subsidiaries) will be converted into the right to receive the Merger Consideration. As of the Effective Time, all such shares of Raven common stock will no longer be outstanding and will automatically be cancelled and retired and cease to exist, and will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with the terms of the Merger Agreement.

At the Effective Time, each share of Raven common stock held by Raven (as treasury stock) or owned by CNH Industrial or any other subsidiary of CNH Industrial will be canceled without payment of any consideration. At the Effective Time, each share of Raven common stock held by any subsidiary of Raven or CNH Industrial will be converted into such number of shares of stock of the surviving corporation such that each such subsidiary owns the same percentage of the outstanding capital stock in the surviving corporation immediately following the Effective Time as such subsidiary owned in Raven immediately prior to the Effective Time. Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time will be converted into one share of common stock of the surviving corporation.

Procedures for Surrendering Shares for Payment

Prior to the Effective Time, CNH Industrial will appoint an exchange agent reasonably acceptable to Raven for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Raven common stock or (ii) uncertificated shares of Raven common stock. At or prior to the Effective Time, CNH Industrial will make available to the exchange agent the Merger Consideration to be paid in respect of the certificates representing shares of Raven common stock or uncertificated shares of Raven common stock.

Promptly after the Effective Time (but no later than two business days thereafter), CNH Industrial will send, or cause the exchange agent to send, to each holder of shares of Raven common stock at the Effective Time a letter of transmittal and instructions (which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of certificates representing shares of Raven common stock or transfer of uncertificated shares of Raven common stock to the exchange agent) for use in such exchange.

Each holder of shares of Raven common stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon (i) surrender to the exchange agent of a certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, in each case (i) or (ii), the Merger Consideration in respect of each share of Raven common stock represented by a certificate or uncertificated share. Until so surrendered or transferred, as the case may be, each such certificate or uncertificated share will represent after the Effective Time for all purposes only the right to receive such Merger Consideration.

If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred uncertificated share is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (ii) the person requesting such payment must pay to the exchange agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.

After the Effective Time, there will be no further registration of transfers of shares of Raven common stock. If, after the Effective Time, certificates representing shares of Raven common stock or uncertificated shares of Raven common stock

are presented to the surviving corporation or the exchange agent, they will be canceled and exchanged for the Merger Consideration.

Any portion of the Merger Consideration made available to the exchange agent for payment to the shareholders that remains unclaimed by the holders of Raven common stock twelve months after the Effective Time will be returned to CNH Industrial, upon demand, and any such holder who has not exchanged shares of Raven common stock will thereafter look only to CNH Industrial for payment of the Merger Consideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, CNH Industrial and its subsidiaries (including the surviving corporation and its subsidiaries) will not be liable to any holder of Raven common stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar applicable laws. Any Merger Consideration remaining unclaimed by holders of shares of Raven common stock immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental authority will, to the extent permitted by applicable law, become the property of CNH Industrial free and clear of any claims or interest of any person previously entitled thereto.

Withholding

CNH Industrial, the surviving corporation and the exchange agent are entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the exchange agent, the surviving corporation or CNH Industrial, as the case may be, so withholds amounts, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the holder of the shares of Raven common stock, Raven Stock Options, Raven RSUs or Raven DSUs, as applicable, in respect of which the exchange agent, the surviving corporation or CNH Industrial, as the case may be, made such deduction and withholding.

Treatment of Raven Equity Awards

At or immediately prior to the Effective Time, the outstanding equity awards of Raven will be treated as follows:

Option. Any Raven Stock Option for which the exercise price is equal to or greater than the Merger Consideration will be canceled without any consideration.

Representations and Warranties

Raven’s representations and warranties to CNH Industrial in the Merger Agreement relate to, among other things:

CNH Industrial’s representations and warranties to Raven in the Merger Agreement relate to, among other things:

None of the representations and warranties in the Merger Agreement survive the Effective Time.

Definition of “Material Adverse Effect”

Many of Raven’s representations and warranties in the Merger Agreement are qualified by a “Material Adverse Effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). For purposes of the Merger Agreement, a “Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), business, assets, operations or results of operations of Raven and its subsidiaries, taken as a whole, excluding any effect, directly or indirectly, resulting from:

Notwithstanding these exclusions, any effects referred to in the first five bullets will be taken account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur if and to the extent that any such effect has had or would reasonably be expected to have a disproportionate adverse effect on Raven and its subsidiaries, taken as a whole, as compared to other companies operating in the same industry or industries in which Raven and its subsidiaries operate.

Conduct of the Business Pending the Merger

Raven has agreed to certain covenants in the Merger Agreement restricting the conduct of its business between the date of the Merger Agreement and the Effective Time. In general, except as contemplated by the Merger Agreement, as set forth on the disclosure schedules to the Merger Agreement, as required by applicable law or with respect to any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar

applicable law, directive, guidelines or recommendations promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 (“COVID-19 Measures”), including the CARES Act and Families First Act, or with the prior written consent of CNH Industrial (not to be unreasonably withheld, conditioned or delayed), Raven will, and will cause each of its subsidiaries to, conduct its business in the ordinary course and use its reasonable best efforts to preserve intact its business organizations and maintain existing relationships with third parties (including government authorities, customers, suppliers, distributors, creditors, employees and business associates) and to keep available the services of its present officers and key employees.

In addition, without limiting the generality of the foregoing, except as expressly contemplated by the Merger Agreement, as set forth on the disclosure schedules to the Merger Agreement, as required by applicable law or any COVID-19 Measures, or with the prior written consent of CNH Industrial (not to be unreasonably withheld, conditioned or delayed), Raven will not, nor will Raven permit any of its subsidiaries to:

Board Obligation to Call a Shareholders’ Meeting

Raven has agreed under the Merger Agreement to cause a meeting of Raven shareholders to be duly called and held as soon as reasonably practicable for the purpose of voting to approve the Merger Agreement and the Merger. In connection with the meeting of Raven shareholders, Raven is required to (i) use its reasonable best efforts to have the proxy statement and all proxy materials for the shareholder meeting cleared by the SEC as promptly as practicable and (ii) mail the proxy statement and all other proxy materials for the shareholder meeting to Raven shareholders as promptly as practicable after clearance by the SEC.

Under the Merger Agreement, subject to the provisions described below in “The Merger Agreement—Restrictions on Solicitation of Acquisition Proposals” and “The Merger Agreement—Changes in Board Recommendation” beginning on pages 59 and 61, respectively, of this proxy statement, the Board is required to (i) recommend approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement by Raven shareholders, (ii) use its reasonable best efforts to obtain the Shareholder Approval, (iii) not affect an adverse recommendation change (as described below) and (iv) otherwise comply in all material respects with all legal requirements applicable to such meeting.

Raven is not permitted to postpone, adjourn, recess or otherwise delay the meeting of Raven shareholders or, after Raven has established a record date for such meeting, change the record date or establish a different record date for such meeting unless Raven is required to do so by applicable law or its organizational documents, except (i) with the prior written consent of CNH Industrial, (ii) for the absence of a quorum (in which case Raven will, and will instruct its proxy solicitor to use reasonable best efforts to, solicit as promptly as practicable the presence, in person or by proxy of a quorate number of shares of Raven common stock), or (iii) after consultation with CNH Industrial, if Raven reasonably believes that such adjournment, postponement, recess or delay is necessary (and to the extent required, change the record date in connection therewith) to allow reasonable additional time (x) for the filing and mailing of any supplemental or amended disclosure which Raven’s Board has determined in good faith after consultation with outside counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by Raven’s shareholders prior to the Raven shareholder meeting, or (y) to solicit additional proxies in order to obtain the Shareholder Approval; provided that, if Raven delivers a notice of an intent to make an adverse recommendation change within five business days prior to the original date that the Raven shareholder meeting is scheduled, at CNH Industrial’s request, Raven will, as promptly as practicable thereafter postpone, adjourn or recess the Raven shareholder meeting for up to five business days in accordance with CNH Industrial’s direction.

Restrictions on Solicitation of Acquisition Proposals

Raven has agreed that from the date of the Merger Agreement until the Effective Time or, if earlier, the termination of the Merger Agreement in accordance with its terms, except as otherwise set forth below, Raven and its subsidiaries will not, and will cause their respective directors, officers and employees, and instruct their investment bankers, attorneys, accountants, consultants and other advisors or representatives (collectively, “representatives”) not to, directly or indirectly:

Raven also agreed in the Merger Agreement to (and agreed to cause its subsidiaries to) cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its representatives with respect to any acquisition proposal and to send written notice demanding that any such third party or its representatives in possession of nonpublic information in respect of Raven or its subsidiaries return or destroy all such information, and that it would promptly terminate all physical and electronic data access previously granted to such persons.

Notwithstanding the restrictions described above, if at any time prior to obtaining the Shareholder Approval, (i) Raven or any of its representatives receives a bona fide acquisition proposal that the Board reasonably believes, after consultation with Raven’s financial advisor, constitutes or is reasonably likely to lead to a “superior proposal” (as described below) and (ii) the Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, then Raven may:

In addition, the Board is not permitted to take any of the actions referred to in the above bullets unless Raven has first delivered to CNH Industrial prior written notice advising CNH Industrial that it intends to take such action.

Raven is required to keep CNH Industrial promptly informed after taking any action referred to in the above bullets of the status and material terms of any discussions and negotiations with the applicable third party with respect to any acquisition proposal. In addition, Raven is required to notify CNH Industrial promptly (but in no event later than 24 hours) after receipt by Raven (or any of its representatives) of any acquisition proposal or any request for information relating to Raven or any of its subsidiaries or for access to the business, properties, assets, books or records of Raven or any of its subsidiaries by any third party that is considering making, or has made, an acquisition proposal, which notice must include the material terms and conditions of any such acquisition proposal or request. Raven is required to keep CNH Industrial

informed as to the status and details of any such acquisition proposal or request on a reasonably prompt basis, including promptly (but in no event later than 24 hours of receipt) providing to CNH Industrial copies of all correspondence and written materials sent or provided to Raven or any of its subsidiaries that describes any terms or conditions of any acquisition proposal (as well as written summaries of any material oral communications addressing such matters) or any amendment thereto.

For purposes of the Merger Agreement, “acquisition proposal” means any proposal, offer, inquiry or indication of interest from any third party providing for:

For purposes of the Merger Agreement, “superior proposal” means a bona fide, written acquisition proposal for at least a majority of the outstanding shares of Raven common stock or all or substantially all of the consolidated assets of Raven and its subsidiaries on terms that the Board determines in good faith, after considering the advice of a financial advisor and outside legal counsel, are more favorable to Raven’s shareholders than those provided in the Merger Agreement (taking into account (x) any proposal by CNH Industrial to amend the terms of the Merger Agreement and (y) all of the terms and conditions of such acquisition proposal (including any legal, financial, regulatory and governmental approval and stockholder approval requirements and the financing thereof)).

Changes in Board Recommendation

At any time prior to obtaining the approval of Raven’s shareholders, the Board is permitted to make an adverse recommendation change (i) following receipt of a superior proposal that did not result from a willful and material breach of the no-shop covenant or (ii) in response to an “intervening event” (as described below), in each case, only if the Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law; provided that:

to Raven’s shareholders as such superior proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such superior proposal shall require a new written notification from Raven and a new three business day period) or (B) in the case of an adverse recommendation change to be made pursuant to an intervening event, obviates the need for such adverse recommendation change.

Nothing in the Merger Agreement prevents Raven or its Board from:

For purposes of the Merger Agreement, an “intervening event” means any material event, change, occurrence, effect or development arising after the date of the Merger Agreement that was not known by nor was reasonably foreseeable (with respect to substance or timing) to the Board as of the date of the Merger Agreement; provided, that in no event shall any of the following events, changes, occurrences, effects or developments be taken into account for purposes of determining whether an intervening event has occurred: (x) the receipt of an acquisition proposal or a superior proposal or any inquiry or communications or matters relating thereto; or (y) the announcement, pendency and consummation of the Merger Agreement or the Merger or any actions expressly required to be taken or to be refrained from being taken pursuant to the Merger Agreement.

Regulatory Clearances and Approvals Required for the Merger

The completion of the Merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated), including the expiration or termination of any applicable waiting period under the HSR Act and the receipt of CFIUS approval. Under the terms of the Merger Agreement, each of Raven and CNH Industrial agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority that are necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement.

CNH Industrial acknowledges and agrees that its obligation to use reasonable best efforts to obtain such regulatory clearances includes taking, or causing to be taken, and doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships, the acceptance of restrictions on business operations, the entry into other commitments and limitations, and litigation, including with governmental authorities, to obtain the approvals, consents, registrations, permits, authorizations, orders, waivers,

non-objections and other confirmations required to be obtained from any governmental authority to consummate the transactions contemplated by the Merger Agreement; provided that CNH Industrial will not be required to (x) proffer to, agree to, or take any action, including accept any restrictions on business operations or enter into other commitments or limitations on the freedom of action of CNH Industrial and its subsidiaries (including, after the closing of the Merger, Raven and its subsidiaries), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Applied Technology Division, or (y) proffer to, agree to or take any action that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of CNH Industrial and its subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Raven and its subsidiaries, taken as a whole) (any action set forth in clause (x) or (y), a “materially burdensome regulatory condition”).

CNH Industrial and Raven will (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the Merger Agreement as promptly as practicable and in any event within fifteen business days after the date of the Merger Agreement, (ii) make all appropriate filings, notices, applications or similar documents required under any non-U.S. antitrust law as promptly as practicable, and (iii) take all actions with the Committee on Foreign Investment in the United States (“CFIUS”) as may be advisable under applicable law to obtain CFIUS approval, including (A) submitting a draft CFIUS joint voluntary notice in accordance with Section 721 of the Defense Production Act of 1950 (50 U.S.C. § 4565), and all rules and regulations thereunder, including those codified at 31 C.F.R. Part 800 et seq. (the “DPA”) as promptly as practicable after the signing of the Merger Agreement, (B) submitting a final CFIUS joint notice to CFIUS after promptly resolving all comments to the draft CFIUS joint voluntary notice from CFIUS and (C) in the case of a CFIUS declaration, submitting a CFIUS joint voluntary notice if CFIUS so requests or informs CNH Industrial and Raven that it is not able to conclude action under the DPA with respect to the Merger on the basis of such CFIUS declaration. Each of CNH Industrial and Raven shall (i) respond as promptly as practicable to any inquiries received from any governmental authority for additional information or documentation and to all inquiries and requests in connection with the matters contemplated by this section, including responding to any request for information from CFIUS in the applicable timeframe set forth in the DPA, subject to any extensions of such time that may be granted by CFIUS staff upon the request of a party to the CFIUS joint notice and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties to the Merger Agreement. CNH Industrial agrees that it shall not agree to withdraw or resubmit the final filing submitted to CFIUS without the prior written consent of Raven. For purposes of the Merger Agreement, “CFIUS approval” means that any of the following shall have occurred: (a) CFIUS has concluded that none of the transactions contemplated by the Merger Agreement (including the Merger) is a “covered transaction” subject to review under the DPA; (b) CFIUS has issued a written notice that it has completed a review or investigation of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated by the Merger Agreement (including the Merger), and has concluded all action under the DPA; or (c) CFIUS has sent a report to the President of the United States requesting the President’s decision on the CFIUS joint notice and (i) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by the Merger Agreement (including the Merger) or (ii) the President has announced a decision not to exercise authority under the DPA to prohibit the transactions contemplated by the Merger Agreement (including the Merger) within 15 days after the date on which the President received such report from CFIUS.

As promptly as possible, Raven and CNH Industrial will submit, or cause to be submitted, a notification regarding the transactions contemplated by the Merger Agreement to Directorate of Defense Trade Controls of the Department of State (the “DDTC”) pursuant to Section 122.4(b) of the U.S. International Traffic in Arms Regulation set forth in 22 C.F.R. Parts 120 and 130 (“ITAR”). The Company shall promptly prepare any amendments and license transfer requests, or take any other necessary steps, if requested by CNH Industrial, to transfer current permits applicable to the business that are issued pursuant to the applicable provisions of U.S. export control laws and regulations, including the Arms Export Control Act (22 U.S.C. 2778 et seq.), ITAR, the Export Controls Act of 2018 (22 U.S.C. 2751 et seq.), the Export Administration Regulations (15 C.F.R. 730 et seq.), the Foreign Trade Regulations (15 C.F.R. Part 30), the U.S. anti-boycott laws and regulations and associated executive orders related to any such applicable laws relating to exports to the countries where Raven and its subsidiaries conduct business, including U.S. government export and import licenses, agreements and other approvals, to CNH Industrial or such entity as CNH Industrial shall designate. No later than five days after the date of the closing of the Merger, CNH Industrial shall file a material change notice with DDTC as required under the ITAR, at 22 C.F.R. § 122.4(a). For purposes of the Merger Agreement, “DDTC approval” means that 60 days shall have elapsed after the filing of a notification regarding the transactions contemplated by the Merger Agreement with DDTC pursuant to Section 122.4(b) of the ITAR, or that DDTC shall have provided the parties a written notice that it has concluded its review of the transactions contemplated by the Merger Agreement.

Raven will also cooperate with CNH Industrial to ensure that Raven promptly submits the appropriate filings with or notices to Defense Counterintelligence and Security Agency of the Department of Defense (“DCSA”) with respect to the transactions contemplated by the Merger Agreement, including, but not limited to a pro forma draft SF-328 reflecting Raven’s impending change of ownership and control, and to comply with requirements of DCSA, including pursuant to the National Industrial Security Program Operating Manual, applicable to it, and shall use its reasonable best efforts to provide any information about its possession or control requested by DCSA in connection with DCSA’s review of the Merger and the foreign ownership, control or influence following the completion of the Merger, in order to obtain the DCSA approval. To the extent not prohibited by DCSA, Raven shall (x) keep CNH Industrial fully informed of material contacts, filings and discussions, including negotiations, with DCSA relating to the foregoing and (y) shall, to the extent feasible, invite representatives of CNH Industrial to participate in conversations or negotiations with DCSA about any DCSA-suggested mechanisms to mitigate the national security risks of foreign ownership, control or influence “FOCI mitigation” applicable to it, to the extent permitted by DCSA. Raven and CNH Industrial shall cooperate to ensure that any FOCI mitigation agreement agreed to with DCSA imposes on Raven and CNH Industrial the fewest restrictions on governance rights and information access consistent with the requirements of DCSA, applicable law and regulations. For purposes of the Merger Agreement, “DCSA approval” means the acceptance by DCSA of the parties’ signed commitment letter to mitigate foreign ownership, control or influence with respect to the transactions contemplated by the Merger Agreement in accordance with the National Industrial Security Program Operating Manual.

CNH Industrial will (i) offer to take (and if such offer is accepted, commit to take) with respect to itself, Raven and its and Raven’s respective subsidiaries all actions necessary to avoid or eliminate impediments under any applicable law that may be asserted by any governmental authority with respect to the Merger and the other transactions contemplated by the Merger Agreement so as to enable the consummation thereof as promptly as reasonably practicable (and in any event prior to July 1, 2022); provided that in no event shall CNH Industrial be required to take, offer to take or agree to take any action that would constitute a materially burdensome regulatory condition; and (ii) not, and shall cause its subsidiaries not to, acquire or agree to acquire (by merger, consolidation or otherwise) any person or portion thereof, or otherwise acquire or agree to acquire any assets, if such acquisition or agreement would reasonably be expected to jeopardize the consummation of the Merger in accordance with the terms of the Merger Agreement or would reasonably be expected to delay beyond July 1, 2022, or restrain, prevent, enjoin, materially increase the risk of not obtaining any necessary consents of any governmental authority or the expiration or termination of any applicable waiting period, or otherwise prohibit consummation of the Merger and the other transactions contemplated by the Merger Agreement.

At the request of CNH Industrial, Raven will agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of Raven or any of its subsidiaries (but, absent such request, Raven shall not take any such action); provided that any such action shall be conditioned upon the consummation of the Merger and the other transactions contemplated by the Merger Agreement. Raven and its subsidiaries shall not take or agree to take any actions that would constitute a materially burdensome regulatory condition without the prior written consent of CNH Industrial which, without limiting CNH Industrial’s obligations under this section, may be granted or withheld in CNH Industrial’s sole discretion.

Each party will (i) promptly notify the other parties of any written responses to or communication to that party from any governmental authority and, subject to applicable law, permit the other parties to review in advance any proposed written communication in respect thereof; (ii) not participate or agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning matters in connection with the Merger Agreement or the Merger and the other transactions contemplated by the Merger Agreement unless it consults with the other parties in advance and, to the extent permitted by such governmental authority, gives the other parties the opportunity to attend and participate thereat; and (iii) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its affiliates and representatives on the one hand, and any governmental authority or members or their respective staffs on the other hand, with respect to any matters in connection with the Merger Agreement.

Litigation Related to the Merger

Under the terms of the Merger Agreement, Raven will control the defense or settlement of any litigation or other legal proceedings against Raven or any of its directors relating to the transactions contemplated by the Merger Agreement; provided that Raven (i) will give CNH Industrial reasonable opportunity to participate, at CNH Industrial’s expense, in such litigation or legal proceedings and (ii) agrees that it will not settle any such litigation or legal proceedings without the prior written consent of CNH Industrial, which consent will not be unreasonably withheld, delayed or conditioned.

Employee Matters

From and after the Effective Time, CNH Industrial will honor, or will cause one of its subsidiaries (including Raven) to honor, all contractual obligations under Raven’s employee plans. For twelve months following the closing of the Merger, CNH Industrial will provide each Raven employee who is employed immediately prior to the closing of the Merger (including any Raven employee who is not actively working on the date of the closing of the Merger as a result of an approved leave of absence) and who remains in the employ of CNH Industrial, Raven or any of its subsidiaries after the closing of the Merger (a “Continuing Employee”), (i) a base compensation and target annual cash bonus opportunity in each case that is no less favorable than the base compensation and target annual cash bonus opportunity to which such Continuing Employee was entitled immediately prior to the closing of the Merger, (ii) long-term compensation opportunities that are substantially comparable in value to the aggregate equity and other long-term incentive opportunities to which such employee was entitled immediately prior to the closing of the Merger and (iii) other compensation and employee benefits (excluding severance) that are at least substantially comparable in the aggregate to the other compensation and employee benefits provided to such Continuing Employee immediately prior to the closing of the Merger. Additionally, for twelve months following the closing of the Merger, CNH Industrial will provide employee severance protections to such Continuing Employees that are no less favorable than the greater of (i) the severance protections or other termination-related benefits that would have been provided to such Continuing Employee under Raven’s severance policies and (ii) the severance benefits maintained for similarly situated employees of CNH Industrial at the time of such Continuing Employee’s termination of employment.

If the closing of the Merger occurs before the date annual bonuses for the fiscal year ending January 31, 2022 (or, if applicable, January 31, 2023) are paid under any Closing Year Bonus Plan, the bonus amount required to be paid to participating Continuing Employees under the applicable Closing Year Bonus Plan will be the greater of (A) such Continuing Employee’s target bonus amount under the Closing Year Bonus Plan in effect as of immediately prior to the Effective Time and (B) such Continuing Employee’s bonus amount under the Closing Year Bonus Plan based on Raven’s reasonably anticipated achievement of the applicable performance metrics for the entire fiscal year in which the Effective Time occurs; provided, however, that any bonus amount payable under a Closing Year Bonus Plan for the fiscal year ending January 31, 2023 will be prorated based on the number of days in such fiscal year prior to the date of the closing of the Merger, and CNH Industrial will provide such Continuing Employees with an additional annual bonus opportunity for the remainder of such fiscal year in a manner compliant with the Merger Agreement. The determination of the anticipated achievement of the applicable performance metrics will be based on Raven’s reasonable determination of such achievement as of immediately prior to the Effective Time. Annual bonuses under each Closing Year Bonus Plan will be paid within thirty (30) days after the closing of the Merger.

CNH Industrial will use its reasonable best efforts to (i) recognize the pre-closing service of participating Continuing Employees for all purposes of vesting, eligibility to participate, benefit entitlement and benefit plan accrual under any employee benefit plans established, maintained or contributed to by CNH Industrial that cover any of the Continuing Employees following the closing of the Merger, except for benefit accrual under a defined benefit pension plan or, to the extent such service credit would result in a duplication of benefits for the same period, (ii) waive any pre-existing condition limitations or exclusions, actively-at-work requirements and waiting periods for participating Continuing Employees and (iii) provide credit to each participating Continuing Employee under the applicable CNH Industrial plan for amounts paid by the Continuing Employee prior to the closing of the Merger during the year in which the closing of the Merger occurs under any analogous employee plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms of such plan.

CNH Industrial will cause Raven and its subsidiaries to continue to credit under any applicable CNH Industrial employee plans each Continuing Employee for all paid time off and personal holiday pay that such Continuing Employee is entitled to use but has not used as of the closing of the Merger, except to the extent it would result in a duplication of benefits.

Prior to the Effective Time, if requested by CNH Industrial in writing, Raven will cause Raven’s 401(k) plan to be terminated effective immediately prior to the Effective Time. In the event that CNH Industrial requests that Raven’s 401(k) plan be terminated, Raven will provide CNH Industrial with evidence that such plan has been terminated (the form and substance of which will be subject to review and reasonable comment by CNH Industrial) not later than the day immediately preceding the Effective Time. In connection with any termination of Raven’s 401(k) plan, CNH Industrial will permit each Continuing Employee who is a participant in the Raven 401(k) plan to (i) become a participant in a 401(k) plan of CNH Industrial that is an “eligible retirement plan” (within the meaning of Section 401(a)(31) of the Code) immediately after the Effective Time and (ii) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section

401(a)(31) of the Code, including all participant loans) in cash or notes (in the case of participant loans) in an amount equal to the eligible rollover distribution portion of the account balance distributed to each such Continuing Employee from the Raven 401(k) plan to the CNH Industrial 401(k) plan effective as of the date of the closing of the Merger.

Directors’ and Officers’ Indemnification and Insurance

For six years after the Effective Time, CNH Industrial has agreed to, and to cause the surviving corporation to, indemnify and hold harmless the present and former directors and officers of Raven and its subsidiaries (in each case, when acting in such capacity) (each, an “indemnified person”), from and against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in respect of the indemnified persons’ having served in such capacity prior to the Effective Time, in each case to the fullest extent provided under South Dakota Law and Raven’s articles of incorporation and bylaws in effect on the date of the Merger Agreement.

For six years after the Effective Time, CNH Industrial has agreed to cause the surviving corporation to maintain in effect the provisions in its articles of incorporation and bylaws (or in such documents of any successor to the business of the surviving corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement.

Prior to the Effective Time, Raven will or, if Raven is unable to, CNH Industrial will cause the surviving corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of Raven’s existing directors’ and officers’ insurance policies and Raven’s existing fiduciary liability insurance policies (collectively, “D&O insurance”), in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, subject to certain minimum requirements and other conditions.

If Raven or the surviving corporation for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the surviving corporation shall continue to maintain in effect, for a period of at least six years from and after the Effective Time, the D&O insurance in place as of the date of the Merger Agreement with Raven’s current insurance carrier or with an insurance carrier with the same or better credit rating as Raven’s current insurance carrier with respect to D&O insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Raven’s existing policies as of the date of the Merger Agreement, or the surviving corporation will purchase from Raven’s current insurance carrier or from an insurance carrier with the same or better credit rating as Raven’s current insurance carrier with respect to D&O insurance comparable D&O insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in Raven’s existing policies as of the date of the Merger Agreement. In no event will CNH Industrial or the surviving corporation be required to expend for the D&O insurance an annual premium amount in excess of 300% of the premium amount per annum for Raven’s existing policies. If the aggregate premiums of such insurance coverage exceed such amount, the surviving corporation will be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount.

If CNH Industrial, the surviving corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of CNH Industrial or the surviving corporation, as the case may be, will assume the obligations described above.

Financing of the Merger

Completion of the Merger is not subject to a financing condition. CNH Industrial has represented in the Merger Agreement that it has, or will have at the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to consummate the Merger.

Other Covenants

The Merger Agreement contains other covenants, including those relating to access to information, notices, treatment of Raven’s existing credit agreement, third-party consents and de-listing and deregistration.

Conditions to Completion of the Merger

The obligations of Raven, CNH Industrial and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions:

The obligations of CNH Industrial and Merger Subsidiary to consummate the Merger are also subject to the satisfaction at or prior to the Effective Time, of each of the following conditions:

The obligation of Raven to consummate the Merger is also subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

Termination of the Merger Agreement

Termination Fee Payable by Raven

Regulatory Termination Fee

Remedies; Maximum Liability

The Merger Agreement provides that, upon any termination of the Merger Agreement under circumstances where the termination fee is payable by Raven and the termination fee is paid in full, CNH Industrial and Merger Subsidiary will be precluded from any other remedy against Raven, at law or in equity or otherwise and neither CNH Industrial nor Merger Subsidiary will seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Raven or any of Raven’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with the Merger Agreement or the transactions contemplated thereby.

The Merger Agreement also provides that, upon any termination of the Merger Agreement under circumstances where the regulatory termination fee is payable by CNH Industrial and such termination fee is paid in full, Raven will be precluded from any other remedy against CNH Industrial, at law or in equity or otherwise and Raven will not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against CNH Industrial or any of CNH Industrial’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with the Merger Agreement or the transactions contemplated thereby.

If the Merger Agreement is terminated under circumstances where the termination fee is not payable by Raven and the regulatory termination fee is not payable by CNH Industrial, the Merger Agreement will become void and of no effect without liability of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party); provided that, if such termination results from the intentional (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure of either party to perform a covenant hereof, such party will be fully liable for any and all liabilities and damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a party’s shareholders (taking into consideration relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be damages of such party) incurred or suffered by the other party as a result of such failure.

Specific Performance

The Merger Agreement provides that, except where the Merger Agreement is validly terminated in accordance with its terms, the parties will be entitled to an injunction to prevent breaches of the Merger Agreement or to specifically enforce the performance of the terms and provisions of the Merger Agreement in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity, and the parties further waive any requirement for the securing or posting of any bond or proof of actual damages in connection with any such remedy.

Fees and Expenses

Except as set forth in the sections “The Merger Agreement—Termination Fee Payable by Raven” beginning on page 69 of this proxy statement and “The Merger Agreement—Regulatory Termination Fee” beginning on page 70 of this proxy statement, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such cost or expense.

Amendments and Waivers

At any time prior to the Effective Time, the parties may amend or waive any provision of the Merger Agreement. Any such amendment must be in writing and signed by each party to the Merger Agreement and any such waiver must be in writing and signed by each party against whom the waiver is to be effective. After the Shareholder Approval has been obtained, there will be no amendment or waiver that would be prohibited by Section 47-1A-1102.4 of South Dakota Law or that would otherwise require the further approval of the shareholders of Raven under South Dakota Law without such approval having first been obtained.

Governing Law and Venue, Waiver of Jury Trial

The parties agreed that, except to the extent the provisions of South Dakota Law are applicable to the Merger or to the fiduciary duties of the Board, the Merger Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

The parties agreed that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the transactions contemplated by the Merger Agreement (whether brought by any party or any of its affiliates or against any party or any of its affiliates) will be brought in the Delaware Chancery Court or, if such court does not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties to the Merger Agreement irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Each party further irrevocably waived any and all right to trial by jury in any legal proceeding arising out of or related to the Merger Agreement or the transactions contemplated by the Merger Agreement.

MARKET PRICES OF RAVEN COMMON STOCK

Raven common stock is listed on the Nasdaq under the symbol “RAVN”. The following table sets forth on a per share basis the low and high intra-day prices of Raven common stock as reported in published financial sources. At the close of business on August 4, 2021, there were 478 holders of record of Raven common stock. A number of Raven shareholders have their shares in street name; therefore, Raven believes that there are substantially more beneficial owners of Raven common stock.

The closing price of Raven common stock on the Nasdaq on August 5, 2021, the most recent practicable date prior to the date of this proxy statement, was $58.31 per share. As of August 4, 2021, Raven had 35,917,637 shares of Raven common stock issued and outstanding, and Raven had approximately 478 holders of record. You are encouraged to obtain current market prices of Raven common stock in connection with voting your shares of Raven common stock.

Dividend Policy

On August 26, 2020, the Company announced that the Board of Directors indefinitely suspended the Company’s regular quarterly cash dividend on its common stock. The Company has reallocated this capital to supplement and accelerate investments in the Company’s Strategic Platforms for Growth: Raven Autonomy™, Raven Composites™, and Raven Thunderhead. Prior to the announcement, the Company paid cash dividends to its shareholders of $0.26 per share in fiscal 2021, or approximately $9 million. The Company paid dividends to its shareholders of $0.52 per share, or approximately $19 million in fiscal 2020 and 2019. Until the Effective Time, the Merger Agreement does not permit Raven to declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof), without the prior written consent of CNH Industrial.