This filing relates solely to preliminary communications made before the commencement of a tender offer (the
“Offer”) by Medford Hawk, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Agero, Inc., a Nevada corporation (“Parent”), to acquire all of the outstanding shares of
common stock, par value $0.001 per share, of Urgent.ly Inc., a Delaware corporation (the “Company”), at a price per share of $5.50 net to the holder thereof in cash, without interest and subject to any applicable withholding
taxes, pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 13, 2026, by and among Parent, Purchaser and the Company (the “Merger Agreement”). Pursuant to the
terms of the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser shall (and Parent shall cause Purchaser to) commence the Offer no later than March 27, 2026. If successful, following consummation of the Offer
and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the
Company surviving the Merger as a wholly owned subsidiary of Parent.
Additional Information and Where to Find It
The tender offer has not yet commenced. This communication is for informational purposes and does not constitute a recommendation with respect to the proposed
tender offer, an offer to purchase, or a solicitation of an offer to sell any securities of the Company or any other entity, nor is it a substitute for any tender offer materials that Parent or the Company will file with the SEC. A solicitation and
an offer to buy securities of the Company will be made only pursuant to an offer to purchase and related materials that Parent and Purchaser intend to file with the SEC. At the time the tender offer is commenced, Parent and Purchaser will file a
Tender Offer Statement on Schedule TO with the SEC, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE
COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of
the Company at no expense to them and will also be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting either Parent or the Company, as applicable. Investors and securityholders
may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that the Company has filed with or furnished to the SEC under the “SEC
Filings” section of the Company’s investor relations website at https://investors.geturgently.com/financials/sec-filings.
Forward-Looking Statements
This communication contains
forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Parent, Purchaser and the Company, including statements regarding Parent and Purchaser’s proposed acquisition of the
Company, the anticipated occurrence, manner and timing of the proposed tender offer, the closing of the proposed acquisition and the prospective benefits of the proposed acquisition, and other statements that are not statements of historical fact.
Actual results could differ materially from those anticipated in these forward-looking statements. Except as required by law, each of Parent, Purchaser and Company assume no obligation to update these forward-looking statements, whether as a result
of new information, future events or otherwise. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “expects,” “plans,”
“anticipates,” “believes,” and similar expressions intended to identify forward-looking statements. These statements reflect Parent and Purchaser’s current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, without limitation, statements regarding the tender offer,
the subsequent Merger and other related matters, prospective performance and opportunities, post-closing operations and the outlook for the businesses of the Company, Purchaser and Parent; and any assumptions underlying any of the foregoing. The
following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent Merger;
(ii) the risk that the tender offer or the subsequent Merger may not be completed in a timely
