||On August 2, 2017, Sierra Wireless, Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Sierra Wireless ("Merger Sub"), and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Issuer, with Issuer surviving as a wholly-owned subsidiary of Sierra Wireless (the "Merger").
||Sierra Wireless, Inc. ("Sierra Wireless") may be deemed to have beneficial ownership of 5,354,097 shares of Class A Common Stock, no par value, of the Issuer (the "Shares") held by (i) Gwynedd Resources, Ltd., (ii) VIEX Opportunities Fund, LP - Series One, VIEX GP, LLC, VIEX Special Opportunities Fund II, LP, VIEX Special Opportunities GP II, LLC, VIEX Special Opportunities Fund III, LP, VIEX Special Opportunities GP III, LLC, VIEX Capital Advisors, LLC and Eric Singer, (iii) Tony G. Holcombe, (iv) Stratton J. Nicolaides and (v) Andrew J. Ryan (each of the foregoing, a "Shareholder," and together, the "Shareholders") as a result of entering into voting agreements (the "Voting Agreements"), dated as of August 2, 2017, with each Shareholder. A copy of the form of Voting Agreement that Sierra Wireless entered into with each Shareholder was filed as an exhibit to Sierra Wireless' Current Report on Form 6-K filed on August 3, 2017.
||(continued from Footnote 2)The Voting Agreements generally require, subject to certain exceptions, such Shareholders to vote, or cause or direct to be voted, all of the Shares beneficially owned by the Shareholders to approve and adopt the Merger Agreement and the Merger and against any acquisition proposal or any other action, agreement or transaction that would reasonably be expected to impede or delay the Merger. Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Each Shareholder also agreed to certain transfer restrictions with respect to the Shares held by such Shareholder. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Sierra Wireless that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.