Common use of Purpose of the Offer Clause in Contracts

Purpose of the Offer. We issued the options currently outstanding to: . provide our eligible employees with additional incentive and to promote the success of our business, and . encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. The offer provides an opportunity for us to offer our eligible employees a valuable incentive to stay with Agile. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. We believe that these underwater options are unlikely to be exercised in the foreseeable future. By making this offer to exchange outstanding options for New Options that will have an exercise price at least equal to the market value of their underlying shares on the grant date, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may have a higher exercise price than some or all of our currently outstanding options. Because of the large number of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed to grant per calendar year without stockholder approval, and we must therefore conserve our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which could significantly affect the price of our shares. If we engage in such a transaction or transactions before the date we grant the New Options, our shares could increase (or decrease) in value, and the exercise price of the New Options could be higher (or lower) than the exercise price of options you elect to have cancelled as part of this offer. As is outlined in Section 9, the exercise price of any New Options granted to you in return for your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the date of grant. You will be at risk of any such increase in our share price before the grant date of the New Options for these or any other reasons. We are also reserving the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our company and our stockholders. This could include terminating your right to receive New Options under this offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer would not receive options to purchase securities of the acquiror or any other consideration for their tendered options. Subject to the foregoing, we presently have no plans or proposals that relate to or would result in:

Purpose of the Offer. We issued the options currently outstanding to: . - provide our eligible employees with additional incentive and to promote the success of our business, and . - encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. The offer provides an opportunity for us to offer our eligible employees a valuable incentive to stay with AgileXXX. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. We believe that these underwater "underwater" options are unlikely to be exercised in the foreseeable future. By making this offer to exchange outstanding options for New Options that will have an exercise price at least equal to the market value of their underlying shares on the their grant date, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because However, since we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may have a higher exercise price than some or all of our currently outstanding options. Because of the large number of underwater "underwater" options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. AdditionallyFurthermore, we have a limited pool of options shares that we are allowed to grant per calendar year issue under our employee stock plans without stockholder approvalapproval for additional shares, and we must therefore conserve our current currently available options plan shares for future new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option New Option grant (and thus the exercise price of your own optionNew Option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which could significantly affect the price of our shares. If we engage in such a transaction or transactions before the date we grant the New Options, our shares could increase (or decrease) in value, and the exercise price of the New Options could be higher (or lower) than the exercise price of options you elect to have cancelled canceled as part of this offer. As is outlined in Section 99 ("Source and Amount of Consideration; Terms of New Options") of this Offer to Exchange, the exercise price of any New Options granted to you in return for your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the date of grant. You will be at risk of any such increase in our share price before the grant date of the New Options for these or any other reasons. We are also reserving the right, in the event of a merger merger, spin off or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our company Company and our stockholders. This could include terminating your right to receive New Options under this offer Offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer would not receive options to purchase securities of the acquiror or any other consideration for their tendered options. Subject to the foregoing, we presently have no These transactions could include plans or proposals that relate to or would result in:

Purpose of the Offer. We issued the options currently outstanding to: . provide our eligible employees with additional incentive Equity awards have been, and continue to promote the success be, a key part of our business, incentive compensation and . encourage retention programs and are designed to motivate and reward our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. The offer provides an opportunity for us to offer our eligible employees a valuable incentive to stay with Agile. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our sharesservice providers’ efforts. We believe that these underwater to develop and market competitive products, we need to maintain competitive compensation and incentive programs. As of May 22, 2024, except for one eligible option grant, all of the eligible options are unlikely “underwater” (meaning the exercise prices of such options are greater than the current trading price of our common stock). We believe the existing underwater stock options provide limited incentive for our service providers and limited retention benefits for Socket Mobile. The closing price of a share of our common stock on May 22, 2024, was $1.39. The per share exercise prices of the eligible options range from $1.08 to $5.92. Additionally, some of the eligible options are approaching the expiration of their maximum term. If the optionees holding these options want to exercise before the options expire, whether because options do have value before they expire (that is, they come back “in-the-money”) or otherwise, it raises a concern that the exercise of these options and subsequent sale of even a relatively small portion of the purchased shares could cause unnatural fluctuations in our stock price, due to the high volume of shares that likely would be sold into the market as a result. Whether the eligible options are exercised or expire by their terms, they will no longer provide the strong retention and incentive benefits we need from our equity compensation program. As a result, to the extent that the eligible options expire before benefits can be realized, or that unusually high trading activity depresses returns on the exercise of these options and/or the sale of the shares purchased under the options, we believe there is high risk that the objectives of our equity program to retain and motivate service providers and align their interests with those of our stockholders will not be achieved. The Company needs to retain and motivate its service providers, and reinvigorating the retention and incentive value of these options through this Offer is a key step toward that objective. We believe that this Offer is in the foreseeable futurebest interests of our stockholders and our service providers. By making We believe this offer Offer is an important component in our strategy to exchange outstanding align the interests of our service providers and stockholders because it will permit us to: · Provide effective incentives for the service providers who participate in this Offer. Issuing new stock options for New Options that will have an exercise price at least equal to the market value of their underlying shares on the grant date, we intend to provide our eligible employees with the benefit of owning options that over time which may have lower exercise prices and that are subject to a greater potential new vesting period to eligible service providers encourages them to remain with us and work to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may have Providing effective incentives to our service providers is a higher exercise price than some or all key purpose of our currently outstanding options. Because of the large number of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed to grant per calendar year without stockholder approvalthis Offer, and we must therefore conserve our current available options for new hires and onbelieve this Offer will enable us to enhance long-going grants. Considering term stockholder value by aligning the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up interests of our Board of Directors, and which could significantly affect service providers more fully with the price interests of our sharesstockholders. · Reduce the pressure to grant additional or alternative equity awards to achieve the goals that our equity incentive program is intended to accomplish. If we engage do not conduct this Offer in which the eligible options with low incentive values may be exchanged for new higher incentive value options, we could be compelled to grant alternative equity awards such as additional options or restricted stock awards to our service providers at current market prices in order to provide them with renewed incentive value. Any such additional grants would increase our overhang as well as our compensation expense. This Offer, on the other hand, is a transaction or transactions before one-for-one exchange that accomplishes the date we grant retention and alignment goals of our equity incentive program without increasing the New Options, number of stock option grants outstanding. · Minimize risk of destabilization of our shares could increase stock price. If the eligible options that are approaching the expiration of their maximum terms become “in-the-money” (or decrease) in value, and meaning our stock price is greater than the exercise price of the New Options could options) before they expire, then the eligible option holders likely would be higher (or lower) than put in the position of having to exercise price of their eligible options you elect to have cancelled as part of this offeravoid allowing those options to expire without any benefit to them. As is outlined in Section 9Given Socket Mobile’s historically low trading volume, the subsequent sale of even a relatively small portion of exercise price of any New Options granted to you in return for your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the date of grant. You will be at risk of any such increase could cause destabilization and unnatural fluctuations in our share price before the grant date of the New Options for these stock price. Except as otherwise disclosed in this Offer or any other reasons. We are also reserving the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our company and our stockholders. This could include terminating your right to receive New Options under this offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer would not receive options to purchase securities of the acquiror or any other consideration for their tendered options. Subject to the foregoingSEC filings, we presently have no plans plans, proposals or proposals active negotiations that relate to or would result in:: · Any extraordinary transaction, such as a merger, reorganization or liquidation involving Socket Mobile; · Any purchase, sale or transfer of a material amount of our assets; · Any material change in our present dividend policy, or our indebtedness or capitalization; · Any change in our present board of directors or management, including without limitation any proposals or change in the number or term of directors or filling any existing board vacancies, except that we will be seeking to add one or two non-employee directors, or any change in any executive officer’s material terms of employment; · Any other material change in our corporate structure or business; · Our common stock being delisted from Nasdaq or not being authorized for quotation in an automated quotation system operated by a national securities association; · Our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; · The suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act; · The acquisition by any person of a material amount of our securities or the disposition of a material amount of any of our securities; or · Any change in our certificate of incorporation or bylaws, or any actions that may impede the acquisition of control of us by any person. Neither we nor our board of directors nor executive officers makes any recommendation as to whether you should accept this Offer, nor have we authorized any person to make any such recommendation. You should evaluate carefully all of the information in this Offer and consult your own investment and tax advisers. You must make your own decision about whether to participate in this Offer.

Purpose of the Offer. We issued believe that the options currently outstanding to: . provide our eligible employees with additional incentive and to promote the success of our business, and . encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the Offer will xxxxxx retention of our most valuable asset, employees and better align the interests of our employeesemployees with those of our stockholders to maximize stockholder value. The offer provides an opportunity for us We issued outstanding options to offer attract and retain the best available personnel and to provide additional incentives to our eligible employees a valuable incentive to stay with Agilepersonnel. Many of our outstanding options, whether or not they currently are currently exercisable, have per share exercise prices that are significantly higher than the current market price for a share of our sharescommon stock. These options are commonly referred to as being “underwater.” We believe repricing eligible options will aid in motivating and retaining the eligible employees participating in the Offer because each repriced option would have a per share exercise price that reflects a more current price with respect to a share of our common stock. We believe that these underwater options are unlikely to be exercised in the foreseeable future. By making this offer to exchange outstanding options for New Options that will have an exercise price at least equal to the market value of their underlying shares by implementing a vesting giveback on the grant daterepriced options, we intend to provide our eligible employees with the benefit of owning options that over time may have for a greater potential to increase in value, create better performance incentives for employees reasonable and thereby maximize stockholder value. Because we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may have a higher exercise price than some or all of our currently outstanding options. Because of the large number balanced repricing of underwater options currently outstanding, a total re-grant of new options and that the vesting giveback would have a severe negative much stronger current impact on retention than do underwater options. Further, not only do significantly underwater options have little or no retention value, but they also cannot be removed from our dilution and outstanding shares. Additionally, we have a limited pool of options that we equity awards granted until they are allowed to grant per calendar year without stockholder approvalexercised, and we must therefore conserve expire or otherwise terminate (for example, when an employee leaves our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which could significantly affect the price of our sharesemployment). If we engage do not conduct this Offer in such a transaction which underwater stock options with low incentive value may be repriced, we may find it necessary to issue significant additional stock options or transactions before the date we other equity awards to employees above and beyond our ongoing equity grant the New Options, practices in order to provide renewed incentive value to our shares could increase (or decrease) in value, and the exercise price of the New Options could be higher (or lower) than the exercise price of options you elect to have cancelled as part of this offer. As is outlined in Section 9, the exercise price of any New Options granted to you in return for your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the date of grant. You will be at risk of any such increase in our share price before the grant date of the New Options for these or any other reasonsemployees. We are also reserving believe structuring the right, program in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes this manner is in the best interest interests of our company employees and stockholders, because it can provide incentive to our stockholders. This could include terminating your right to receive New Options under this offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection employees with such a transactionappropriate stock options, employees who have tendered maintain the outstanding stock option overhang, and conserve options for cancellation pursuant future grants. Except as otherwise disclosed in this Offer to this offer would not receive options to purchase securities of the acquiror Reprice or any other consideration for their tendered options. Subject to the foregoingin our SEC filings, we presently have no plans plans, proposals or proposals active negotiations that relate to or would result in:: Any extraordinary transaction, such as a merger, reorganization or liquidation involving Sonder; Any purchase, sale or transfer of a material amount of our assets; Any material change in our present dividend rate or policy, or our indebtedness or capitalization; Any change in our present board of directors or management, including without limitation any proposals or change in the number or term of directors or filling any existing board vacancies or any change in any executive officer’s material terms of employment; Any other material change in our corporate structure or business; Our common stock being delisted from Nasdaq or not being authorized for quotation in an automated quotation system operated by a national securities association; Our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; The suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act; The acquisition by any person of a material amount of our securities or the disposition of a material amount of any of our securities; or Any change in our certificate of incorporation or bylaws, or any actions that may impede the acquisition of control of us by any person. Neither we nor our board of directors nor executive officers makes any recommendation as to whether you should accept the Offer, nor have we authorized any person to make any such recommendation. You should evaluate carefully all of the information in this Offer to Reprice and consult your own investment and tax advisers. You must make your own decision about whether to participate in the Offer.

Purpose of the Offer. We issued the options currently outstanding to: . - provide our eligible employees with additional incentive and to promote the success of our business, ; and . - encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. We believe that stock options motivate high levels of performance and provide an effective means of recognizing employee contributions to the success of the Company. The offer Offer provides an opportunity for us to offer Offer our eligible employees a potentially valuable incentive to stay with AgileNew Focus. Many of our Our outstanding optionsoptions granted between June 1, 2000 and February 28, 2001, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. We believe that these underwater options optionees are unlikely to be exercised exercise these options in the foreseeable future. By making this offer Offer to exchange outstanding options for the New Options that will have an exercise price at least equal to the closing sales price of our common stock, as quoted on The Nasdaq National Market the last market value of their underlying shares on trading day prior to the grant dateGrant Dates, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because The First New Option will be granted to you on the First Grant Date, provided you remain continuously employed by New Focus through the First Grant Date. The Second New Option will be granted to you on the Second Grant Date, provided you remain continuously employed by New Focus through the Second Grant Date. The First New Option and the Second New Option will each be granted at the fair market value, as determined by the closing sales price of our common stock quoted on The Nasdaq National Market for the last market trading day prior to the First Grant Date and the Second Grant Date, respectively. Accordingly, we will can not grant New Options until at least six months and one day after tell you what the date we cancel the options accepted for exchange, exercise price of the New Options will be. The First New Option, the Second New Option or both may have a higher exercise price than some or all of our currently your current outstanding options. Because of the large number of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed to grant per calendar year without stockholder approval, and we must therefore conserve our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which could significantly affect the price of our shares. If we engage in such a transaction or transactions before the a grant date we grant of the New Options, our shares could increase (or decrease) decrease in value, and the exercise price of the New Options could be higher (or lower) lower than the exercise price of options you elect to have cancelled as part of this offerOffer. As is outlined in Section 9, the exercise price of any the First New Options Option and the Second New Option granted to you in return for your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing sales price reported by the quoted on The Nasdaq National Market on for the date of grantlast market trading day prior to the First Grant Date and the Second Grant Date, respectively. You will be at risk of any such increase in our share price before the grant date Grant Dates of the New Options for these or any other reasons. We are also reserving While we currently have no plans to do so, it is possible that, prior to the rightgrant of the New Options, we might effect or enter into an agreement such as a merger or other similar transaction whereby we would be acquired by another company. The Promise to Grant Stock Option(s) which we will give you for the Second New Option is a binding commitment, and any successor to our company will be obligated to honor that commitment. Accordingly, in the event of a any such merger or similar transaction, the acquirer would be obligated to take any actions 11 18 grant you the Second New Option on the Second Grant Date, expected to be January 3, 2002 (assuming that we deem necessary or appropriate to complete do not extend the Offer). Such a transaction that our Board of Directors believes is in stock option could be for the best interest of our company and our stockholders. This could include terminating your right to receive New Options under this offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer would not receive options to purchase securities of the acquiror or any other consideration for their tendered options. Subject acquirer's stock (as opposed to ours), with an exercise price equal to the foregoing, we presently have no plans or proposals that relate to or would result in:fair market value of such acquirer's stock on the Second Grant Date.

Purpose of the Offer. We believe that this Offer will xxxxxx retention of our valuable employees and better align the interests of our employees and non-employee stockholders to maximize stockholder value. We issued the options currently outstanding to: . provide our eligible employees with additional incentive options to attract and retain the best available personnel and to promote the success of our business, and . encourage our eligible employees to continue their employment with us. One of the keys provide additional incentives to our continued growth and success is the retention of our most valuable asset, our employees. The offer provides an opportunity for us to offer our eligible employees a valuable incentive to stay with Agile. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of for our sharesstock. We believe that these underwater These options are unlikely commonly referred to be exercised in the foreseeable future. as being "underwater." By making this offer to exchange outstanding options for New Options that will have an exercise price at least equal to the market value of their underlying shares on the grant dateOffer, we intend to provide our eligible employees Eligible Participants with the benefit of owning options opportunity to own New Options that over time may have a greater potential to increase in value, create better performance incentives . We chose to make this Offer instead of simply granting more options for a number of reasons. We do not have authority to grant a sufficient number of stock options to make grants to employees that would achieve the same anticipated benefits to employees and thereby maximize stockholder valuestockholders that this program does, while allowing us to maintain the flexibility we need to provide ongoing grants, award additional options to recognize employee performance and grant options to newly hired employees. Because We believe structuring the program in this manner is in the best interests of our employees and stockholders, because it should give incentive to our employees with appropriate stock options, maintain the outstanding stock option overhang, and conserve options for future grants. Any extraordinary transaction, such as a merger, reorganization or liquidation involving Socket Mobile; Any purchase, sale or transfer of a material amount of our assets; Any material change in our present dividend rate or policy, or our indebtedness or capitalization, except that we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may do have a higher exercise price than some or all need for additional capital and could elect to raise working capital through the issuance of equity, which is not expected to exceed 20% of our currently outstanding options. Because Common Stock; Any change in our present Board of Directors or management, including any change in the number or term of Directors or filling any existing board vacancies or any change in any Executive Officer's material terms of employment; Any other material change in our corporate structure or business; Our Common Stock being delisted from the Nasdaq Capital Market or not being authorized for quotation in an automated quotation system operated by a national securities association; Our Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the large number Exchange Act; The suspension of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed obligation to grant per calendar year without stockholder approval, and we must therefore conserve our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time file reports pursuant to Section 15(d) of the new option grant (and thus Exchange Act; The acquisition by any person of a material amount of our securities or the exercise price disposition of your own option) will be less than a material amount of any of our securities; or equal to the exercise price Any change in our certificate of your existing optionincorporation or bylaws, or any actions that your New Option will increase in value over timemay impede the acquisition of control of us by any person. From time to time Neither we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up nor any of our Board of DirectorsDirectors or Executive Officers makes any recommendation as to whether you should accept this Offer, and which could significantly affect the price of our sharesnor have we authorized any person to make any such recommendation. If we engage in such a transaction or transactions before the date we grant the New Options, our shares could increase (or decrease) in value, and the exercise price You should evaluate carefully all of the New Options could be higher (or lower) than the exercise price of options you elect to have cancelled as part of information in this offer. As is outlined in Section 9, the exercise price of any New Options granted to you in return for Offer and consult your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the date of grantown investment and tax advisors. You will be at risk of any such increase must make your own decision about whether to participate in our share price before the grant date of the New Options for these or any other reasons. We are also reserving the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our company and our stockholders. This could include terminating your right to receive New Options under this offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer would not receive options to purchase securities of the acquiror or any other consideration for their tendered options. Subject to the foregoing, we presently have no plans or proposals that relate to or would result in:Offer.

Purpose of the Offer. We issued the options currently outstanding to: . to provide our eligible employees with additional incentive and incentive, to promote the success of our business, and . to encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. The offer Offer provides an opportunity for us to offer Offer our eligible employees a valuable incentive to stay with AgilePCD. Many Some of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. We believe that these underwater options are unlikely to be exercised in the foreseeable future. By making this offer Offer to exchange outstanding options for New Options new options that will have an exercise price at least equal to the market value of their underlying the shares on the grant date, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because However, because we will not grant New Options new options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options new options may have a higher exercise price than some or all of our currently current outstanding options. Because of the large number of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed to grant per calendar year without stockholder approval, and we must therefore conserve our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which could significantly affect the price of our shares. If we engage in such a transaction or transactions before the date we grant the New Optionsnew options, our shares could increase (or decrease) in value, and the exercise price of the New Options new options could be higher (or lower) than the exercise price of options you elect to have cancelled as part of this offerOffer. As is outlined in Section 9, the exercise price of any New Options new options granted to you in return for your tendered options will be the fair market value of the underlying shares on the date of grant, as determined by the closing price reported by the Nasdaq National Market on the last business day before the date of grant. You will be at risk of any such increase in our share price before the grant date of the New Options new options for these or any other reasons. We are also reserving the right, in the event of a merger or similar transaction, to take any actions Neither we deem necessary or appropriate to complete a transaction that nor our Board of Directors believes is makes any recommendation as to whether you should tender or not tender your options, nor have we authorized any person to make any such recommendation. You are urged to evaluate carefully all of the information in the best interest of our company this Offer to Exchange and our stockholdersto consult your own investment and tax advisors. This could include terminating You must make your right own decision whether or not to receive New Options under this offer to Exchange. If we were to terminate tender your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer would not receive options to purchase securities of the acquiror or any other consideration for their tendered options. Subject to the foregoing, we presently have no plans or proposals that relate to or would result in:exchange.