Jason M. Werner - 16 Sep 2024 Form 4 Insider Report for ALIMERA SCIENCES INC

Footnote F1

Represents shares of common stock underlying a time-based restricted stock unit award initially granted to the Reporting Person on October 2, 2023.

Footnote F2

Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each restricted stock unit (each, an "RSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such RSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such RSUs.

Footnote F3

Pursuant to the terms of the Merger Agreement, as of the Effective Time, each performance-based restricted stock unit (each, a "PSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such PSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such PSUs, with, for the avoidance of doubt, all performance metrics deemed achieved at 100% for the PSUs.

Footnote F4

Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (A) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (B) one CVR.