| (2) | Aggregate number of securities to which transaction applies: As of the close of business on September 24, 2024, the maximum number of shares of common stock to which this transaction applies is estimated to be 13,545,868, which consists of: (a) 11,805,262 shares of common stock entitled to receive the per share merger consideration of $3.17, excluding the common stock held by KOITO MANUFACTURING CO., LTD. and the common stock subject to the Rollover Agreement, dated July 29, 2024; (b) 354,739 shares of common stock underlying stock options, which may be entitled to receive the per share merger consideration of $3.17 minus the applicable exercise price (to the extent the merger consideration exceeds such exercise price); and (c) 1,385,867 shares of common stock underlying outstanding restricted stock units, which may be entitled to receive the per share merger consideration of $3.17. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company Warrant shall, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a Company Warrant in respect of Common Stock and shall become a Company Warrant exercisable for the per share merger consideration of $3.17. If a holder properly exercises a Company Warrant within thirty (30) days following the public disclosure of the consummation of the merger pursuant to a current report on Form 8-K, the Warrant Price, as defined in the Warrant Agreement, with respect to such exercise shall be reduced by an amount (in dollars and in no event less than zero) equal to the difference of (a) the Warrant Price in effect prior to such reduction minus (b) (i) the per share merger consideration of $3.17 minus (ii) the Black-Scholes Warrant Value (as defined in the Warrant Agreement). As of the close of business on September 24, 2024, the Company estimated that the Warrant Price, as adjusted pursuant to the foregoing sentence, to be $3.1688 and, accordingly, the Company does not expect any Company Warrants to be exercised following the Effective Time and has excluded the Company Warrants from the maximum number of shares of the Company’s common stock to which this transaction applies in the table above. Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of Company PSUs that is outstanding immediately prior to the Effective Time will vest as to the number of Company PSUs determined in accordance with the applicable award agreement and will be canceled and converted into the right to receive (without interest), at or promptly after the Effective Time, an amount in cash (without interest) determined by multiplying (i) the per-share merger consideration by (ii) the number of shares of common stock underlying such vested Company PSUs, less any withholding taxes. Any Company PSU that is not vested as of immediately prior to the Effective Time will be canceled at the Effective Time without payment of any consideration therefor. As of the close of business on September 24, 2024, it is expected that the outstanding Company PSUs will not vest and will be cancelled without payment at the Effective Time. |
