| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QUOT | Common Stock | Award | $0 | +44.1K | +30.08% | $0.00 | 191K | Aug 3, 2023 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Represents grant of Restricted Stock Units (the "RSUs") payable solely in common stock of the Issuer, which has entered into an Agreement and Plan of Merger ("Merger Agreement") with CB Neptune Holdings, LLC ("Neptune"), pursuant to which Neptune will, subject to the terms and conditions of the Merger Agreement, acquire the Issuer (the "Proposed Acquisition"), and pursuant to which the Issuer will continue as the surviving corporation operating as a wholly owned subsidiary of Neptune (the "Merger"). In the event that the Merger is not consummated, these shares will vest in full upon the earlier of (i) one day prior to the date of the Issuer's annual meeting of stockholders to be held in 2024, or (ii) one year from August 3, 2023, subject to the recipient's continued service as a director through the vesting date. |
| F2 | In the event that the Merger is consummated, (x) these shares will vest on a pro-rata basis (determined based on the product of (i) the 44,080 RSUs subject to the award, multiplied by (ii) the ratio determined by dividing (A) the number of days between the August 3, 2023 grant date and the consummation date of the Merger by (B) the number of days in a one-year vesting term from the date of grant, with the number of vested RSUs rounded down to the nearest whole number, and (y) upon and as of the consummation date of the Merger, and subject to the Reporting Person's continuous service as a director up to and including such date, they will be entitled to receive such number of vested RSUs and the remainder of the shares subject to the grant will be cancelled for no consideration. |
| F3 | The Reporting Person has elected to defer his receipt of 100% of the shares subject to the award under the terms of Issuer's Director Deferred Compensation Program, pursuant to which these shares will be issued in full upon the earliest to occur of (i) the first business day of the calendar year following the calendar year in which the Reporting Person ceases service on the Board, or (ii) a change in control event (including the Merger), in which case the Issuer shall issue to the Reporting Person in lump sum one share of common stock for each share subject to the award (or, in the case of the Merger, as provided in the Merger Agreement). |